How It Works

by Crazypurplebat

Rating: everyone
Tags: Romance, Flim and Flam, Original Character, Spike, Comedy, Twilight Sparkle, Main 6, My Little Pony: Friendship is Magic
Length: 10312

When Twilight seeks out the Flim Flam Brothers in a quest to understand the Super Speedy Cider Squeezy 6000 and how it works, a simple choice will change her life and the lives of her friends forever.

When Twilight's curiosity gets the best of her, her entire world is thrown upside down and turned around. Twilight struggles to understand what her life is becoming, and learns more about her friends, herself, and even love then she had ever expected.

Published 2013-01-06 00:40:01 UTC
Last updated 2013-04-22 00:29:16 UTC

Prologue

The crowd of ponies surged around the small wooden stand owned by the Apple Family. Jubilant noise filled the air as they clamored to purchase the surplus mugs of the fresh apple cider, the family had just spent the past hour making. Together they worked on weary hooves to placate the masses, though a sense of ease filled the air, safe in the knowledge that everypony would now get their fill and then some.

The young purple mare glanced over her shoulder, the entire Apple Family Farm was abuzz with ponies and cider and sales. Nopony would notice if she slipped away, over the crested hill and down the path beyond. Rarity and Fluttershy were helping hand out mugs of the frothy beverage to eager ponies while Applejack filled order after order. Behind the stand Rainbow Dash and Pinkie Pie stood laughing with each other.

Everypony was busy within their own worlds as Twilight trotted away from the scene at a brisk pace, small clouds of dust billowing from beneath the impact of her hooves on the dirt path. Once she had put enough distance between herself and the organized chaos that engulfed her friends she paused, and began to conjure a picture of the strange machine from earlier that day, the, what had they called it? The Super Speedy Cider Squeezy? She allowed the image of the marvel of technology and magic to fill her mind. Purple magic flowed from her horn and enveloped her body. In the next instant, she was gone, transported to another spot, another place, several miles outside of Ponyville.

To her right was a not too unfamiliar stout wooden cafe owned by Vanilla Latte. It was a nice cafe, much like Sugar Cube corner, but their focus being more on hot drinks than sweets and deserts. In front were several tables shaded beneath brightly colored umbrellas, two chairs were placed artistically around each table, intricate wire details sculpted into the backs. One of the chairs had been tipped over on its back by the front end of the large machine parked out front. There it stood, in all its complex, mechanical glory, The Super Speedy Cider Squeezy 6000.

The odd form of transportation brought memories of earlier that day to the forefront of Twilight's mind. The two charming stallions that had showed up the previous day, the two who had challenged her dear friend to a battle of productivity in which the very livelihood of the Apple Family was put at stakes. Together with the help of her friends and a firm belief in hard work and quality everything had turned out alright.

It seemed like the day had been won, but questions still nagged at Twilight, questions that she couldn't answer without the help of the two entrepreneurs. From behind the machine stepped one of the brothers, the one who lacked a mustache, the one named Flim. His eyes, shaded by the hat he wore.

"Hey!" Twilight called out trotting forward a few steps, "Hey, I need to talk to you!"

Flim tensed at the demand from the small purple mare. "We're leaving," he said quickly. "There's no need for any more trouble." He was clearly anxious about her sudden appearance.

"I'm not here for trouble," she clarified, standing up straight. "I'm here for answers." Standing her ground she locked eyes with the taller stallion who stood several yards away from her
.
Flim's shoulders relaxed and a grin appeared on his face. "And what would those answers be little filly?"

"Your machine!" the words tumbled out of her mouth, her thirst for knowledge getting the better of her as she any seriousness was quickly replaced by curiosity. "I've never seen anything like it! Not even in Canterlot! How does it work? The mix of machinery and magic is amazing!"

For a moment Flim just stared, stunned by the sudden rush of questions. Then his grin turned into a goofy, lopsided, smile, "Well that's quite a lot of technical talk my dear. Would you be interested in discussing it over some sparkling cider?"

Twilight turned the offer over in her mind, considering the time of day. It was still early enough. Nopony would miss her for just one afternoon. "That sounds wonderful," she decided.

They sat together at one of the small tables, sipping from their cups as they discussed the inner workings of the Super Speedy Cider Squeezy. The afternoon drifted sleepily on, the sky darkening slowly into night. As the last rays of sunlight colored the sky orange, and pink, and red, Twilight took the last sip of her cider, leaving her third and final glass empty on the table. She wobbled as she stood and Flim walked around the table to help steady her. Her head was fuzzy and her heart felt warm and happy, the world blurred at the edges as the stallion came into view. She took a step forward, but tripped over her unsteady hooves. Falling forward her lips pressed against Flim's and the two fell to the ground, the rest of the night lost under the haze of sparkling cider.

Author's Note

Redo: I recently decided to rewrite the story, and have for the meantime taken down the original chapters! I'm not changing the story or anything in the long run, but I am adding a lot more to it. There will be a lot more drama, continuity, story, background, emotion, more characters everything!

A special thanks to dmwcool1 and dusk-pegasus from DeviantArt, who have been helping with editing, rewriting, and just being generally awesome friends!

Coverart belongs to mn27 also on DeviantArt

Chapter 1: A Lesson To Learn

Chapter 1: A Lesson To Learn

The morning sun crept through the treehouse window and towards the sleeping Twilight Sparkle's face. The bright light shone through the thin skin of her eyelids and the waking mare's vision flooded pink and red. Twilight opened one eye just a crack to allow the morning to enter her world of dreams, a choice which was met with instant regret. The bright and vibrant colors, the shatteringly loud birdsong, even the smell of the dewy autumn grass brought about a painful throbbing in her head. Twilight screwed her eyes tightly shut, blocking out the pain and rolled over, away from the window and towards the still dark library.

Unfortunately the universe was ready to get a start on the day, despite the grumbling refusals of the young unicorn. The sunlight continued to stretch into the room, warming Twilight's flank with its amber glow as it fell upon her. She did her best to block everything out but the world was ready to awaken and made itself heard. The straw that broke the pony's back was the loud, reverberating slam that occurred as a fall breeze flung open the windows, sending the wooden panels thundering against the wall
.
Practically fuming Twilight crawled slowly from bed, making sure to avert her eyes from the bright sunlight in front of her. She shut the windows harshly, wincing at the resulting sound, and flipped the latch locking the window tightly. Using simple magic she pulled the curtains across the window and the room was shrouded in a muted darkness. In place of the natural light Twilight opted to light a small candle.

Down below the rapping of Twilight's hooves upon the hard wood floors awoke Spike from his restless sleep. He only stirred slightly from his unconscious state at first, but his weary eyes soon shot wide open. Scrambling from the couch where he had fallen asleep he made his way as quickly as possible to up the stairs to where he could hear Twilight going through her morning routine.

When he reached the top of the stairs he spotted the Twilight pulling taught the rumpled blankets on her bed and tucking the corners in neatly with her magic. "Twilight!" Spike cried rushing forward, he stopped short before he reached her, his awoken anger bubbling up inside him. "Where have you been?" he demanded his draconic tongue flicking in fury.

"What's wrong Spike?" asked Twilight in a groggily peering over her shoulder.

"What's wrong? What's wrong?!" Spike repeated his voice growing louder by the moment. "What's wrong is that you disappeared yesterday! We couldn't find you anywhere! All of us have been searching nonstop, I waited at the front door all night for you!"

"I'm a grown pony Spike. I don't need to let everypony know where I am going and what I am doing," she grumbled. She didn't remember much from the night before, she only knew that whatever had happened had left her with stinging eyes and a throbbing head.

Turning sharply she headed into the bathroom where her reflection gazed back at her disapprovingly from the mirror. Her mane stuck out in all directions, there were dark circles beneath her eyes, and she had a cut on her left ear. Turning on the faucet she splashed the icy cold water upon her face.

"Don't walk away!" Spike shouted. "I'm yelling at you!"

"I'm aware you're yelling at me," she snapped, slamming the bathroom door shut on Spike.

"Fine! Be like that, I'm going to go and let our friends know that you're alright!" and with that he stormed away, smoke practically spilling from his ears.

Twilight sighed with relief, glad to have the young dragon off her case. She went to the kitchen and fixed herself a cup of coffee, black. It tasted horrible, but it did the trick.

Sitting at the table with her mug in hoof she thought back to the previous day. She remembered going to visit the brothers, she remembered speaking to one of them over a cup of cider, but after the second cup her thoughts began to blur together and nothing more came to mind. The cider she had with the stallion had been a lot stronger than anything she had occasionally sipped in Canterlot.

She slammed down the rest of her coffee, shuddering at the taste, and headed back to the bathroom to prepare for the day. Feeling horrible was no excuse for slacking off. Seeing her reflection once again made Twilight thank Celestia for Rarity's lessons on beautifying spells. Rarity had insisted on teaching them to her for those late nights of studying and especially bad mane days. They came in great use this morning.

As the violet magic finished straightening the mess of a mane upon her head, Twilight felt a wave of guilt wash over her. She hadn't meant to be so mean to Spike, she had been so tired and the throbbing in her head had been near unbearable. She decided that she had better go and apologize to him before starting on her studies
.
Before walking out the door Twilight turned to the drowsy owl on his perch, "I'll be back shortly Owlicious. If you could get my supplies together before you go to bed that would be great." Owlicious' large unblinking eyes stared back at her, and if she didn't know better she would say that the wise bird looked angry at her.

With a soft sigh and a shake of the head, Twilight straightened her posture and headed out into the unforgiving light of day. It took a moment for her eyes to adjust to the radiant sunlight shining down on the cool morning in Ponyville. She turned to the right and headed towards Sugar Cube Corner, where she would most likely find her friends and be able to make things right.

She only made it a few houses down before she heard her name called. Twilight turned around expecting to see somepony, but nopony was in sight, until she looked up into the sky. Above her hovered a pale grey pegasus mare with a yellow mane and an array of bubbles for a cutie mark.

"Ditzy? What are you doing here?" asked Twilight.

Ditzy Doo landed next to Twilight. "I was dropping Dinky off at school and I saw you walking. And you're my friend Twilight, you can call me Derpy."

"Oh," she replied, "Well good to see you Derpy."

The two mares continued walking through town side by side. "You know your friends were worried sick when you disappeared yesterday," said Derpy glancing towards Twilight with her one good eye.

"I....I know. I didn't mean to of course," said Twilight slowing her pace. "I just needed to be alone for a while and I didn't think I needed to let anypony know, especially with everypony so busy with the cider. I guess I had a little too much cider before I left and got lost. By the time I got home it was just so late and I was so tired and I didn't mean to...." Twilight rambled before Derpy cut her short.

"I know," she said softly. "But you still should have let somepony know. Your friends care for you a great deal and they only want you to be safe. You are lucky to have such great friends Twilight, always remember that."

Twilight could only nod in reply, the two had come to a near crawl.

"Well I have to get going," said Derpy. "Lots of deliveries today!" She nodded towards Twilight as a goodbye and took flight, nearly missing the roof of a nearby house before disappearing out of sight.

Twilight looked at her hooves. Derpy was right, she had the greatest friends in all of Equestria and they had every right to worry about their friend, just as she worried about them. A lump formed in her throat and tears formed in the corner of her eyes. She had screwed up, she needed to make this right. As she lifted a hoof to continue onward, another voice from behind stopped her in her tracks.

Author's Note

Redo: Can you believe how much longer this is?! I changed a lot in this chapter, the overall storyline of it is the same but I think I managed to add a lot more depth to this one, and I just love Derpy's new role at the end, I'm hoping to add more of her into the story than just having her randomly appear if that makes sense.

A special thanks to dmwcool1 and dusk-pegasus from DeviantArt, who have been helping with editing, rewriting, and just being generally awesome friends!

Coverart belongs to mn27 also on DeviantArt

Chapter 2: All She Ever Needed

Chapter 2: All She Ever Needed

Twilight whirled around. "AJ!" she cried as the orange pony trotted her way towards her. Her gaze dropped to the ground and she shook her head back and forth repeatedly while trying to stave off the flood of tears building behind her eyes. "I am so sorry, everything was just so busy and I had..."

Applejack cut her off before she could repeat the story she had told Derpy. "Don't worry Sugarcube, we ain't mad at ya'," she said as she wrapped a foreleg around Twilight's shoulder.

"Speak for yourself," snapped Spike, as he Rarity and Fluttershy came into view. Applejack glared at the young dragon, and Spike reluctantly shut his mouth.

Twilight had raised her head, but still did not make eye contact with the friends that surrounded her.

Rarity came forward, every hair in place, perfect as usual. "Darling don't be silly," she began, "we were worried about you. You had run off all willy-nilly and were just impossible to find! It was truly horrible!" She raised a hoof to her head to emphasize her point. Rarity stayed still dragging out the moment to almost an almost unbearable length.

AJ let out a loud huff, blowing a strand of hair from her eyes. "Ah' think yah' made yer' point there, Rarity."

"Oh! Right, of course," she replied lowering her hoof to the ground.

"So...so you forgive me?" asked Twilight warily.

"Oh Twilight," said Fluttershy in her soft, gentle voice. "There's no need to apologize, we are your friends and we understand, we were just really worried about you."

"Well I'm still sorry," she replied a blush rising to her cheeks. "And I need to apologize to Spike as well; I didn't mean to yell at you, I was so exhausted and I wasn't thinking."

Spike looked to the sky seeming to ponder the offered apology. He waved a paw at Twilight and began laughing. "Ah Twi, I could never stay mad at you. We're all just really glad that you're alright. It could have been a lot worse," he trailed off with a shudder.

Twilight sniffled, fighting off new tears. Everything was alright. Her friends weren't mad at her, they were her friends, and they continued to remind her of that every day. Twilight admitted to herself that what she had done was wrong, and she understood that now. She shouldn't have caused them so much worry, and it all could have solved if she had just told somepony. It was all in the past now, and she vowed never again do something like that.

A wind from behind blew Twilight's mane up in a frenzy or pink and purple. As her mane settled back down into a now-messy tangle, a rainbow blur appeared in front of Twilight. The blue settled into the form of an angry blue pegasus.

"Twilight, I swear I'm gonna' kick your tail!" shouted Rainbow Dash.

"Hold on there Rainbow, everything's already been figured out," said Applejack bringing Rainbow Dash, quite literally, back down to earth.

Rainbow's eyes narrowed, clearly not happy with the short explanation. "Well you count yourself lucky Twilight, 'cause you ever do something like that again and," Rainbow took a pause and slowly shook her head," and oh you don't even want to know."

"I'm sorry Rainbow, I really didn't mean to I just got lost and it went downhill from there I guess," she replied softly lowering her ears in shame.

Rainbow simply replied with a "humph" and a lash of the tail.

"Oh you guys found her already?!" The unmistakable voice was quickly followed by its owner as Pinkie Pie bounced from around the corner of a house. "You know Twilight, you would be like really good at hide-and-seek!"

"Heh, thanks Pinkie," Twilight smiled.

"Oh! I know!" Pinkie Pie cried, not even recognizing Twilight's response. "We should have a party! A Welcome Home Party!

"Pinkie, I'm really not..." Twilight sighed, "Oh alright, I didn't have much studying today anyway."

"Whoopee!" she cried, bouncing off in the direction of Sugar Cube Corner, trailed by her five friends and a baby dragon.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"I will never understand how you put these parties together so fast Pinkie," Rarity commented, lifting another forkful of cupcake to her lips.

"Well it is my special talent," the party pony trilled as she pranced around the room, ensuring everypony had refreshments.

Pumpkin Cake and Pound Cake played around the hooves of the gathered mares. From time to time Pound would pause to rear back and slam his small hooves to the ground, and from time to time a nearby drink would shudder.

Pumpkin on the other hoof was much more interested in the array of delectable sweets that blanketed the tables. Using her raw, untamed magic, the small orange filly filled her hearts desire for a frosted treat. For a few moments she would envelope herself in a pale blue magic and levitate herself to the table's edge where she would grab a cupcake or cookie, before lowering herself gently back to the floor.

"Wow," commented Twilight shaking her head, "I've never seen a filly with such talent!"

Beside her Rarity nodded in agreement, "She has a definite gift."

"Oh, well she is our Pumpkin," said Mrs. Cake glowing with pride.

"You should see the things she does when I'm babysitting," Pinkie chimed in randomly entering the conversation.

"Oh dear, she hasn't been causing you trouble again has she Pinkie?" Mrs. Cake's voice turned from joyful to stressed in an instant.

"Oh no! She's just full of energy, just like me! Right my wittle Pumpkin-Wumpkin-Lumpkin!" she cooed while rubbing noses with the giggling filly.

Mrs. Cake nodded with relief as Pinkie trotted away, Pumpkin following in her hoofsteps.

"Well I'd love to help her with her magic once she gets older," said Twilight smiling at the older mare.

"That would be wonderful," she replied with a weary smile.

Twilight smiled and returned to the party and conversation with her friends. It had all worked out. Twilight was happy, she had her friends, and that was all she ever needed.

Author's Note

Chapter 2 guys! A lot more dialogue and flow added, plus more personality for Pinkie which is always good! I think its better, what about you guys, what do you think?

ATTENTION: If you are interested in having your OC appear in the story, please send me a note with a detailed description of your OC, both physical and personality (as well as special talent and occupation if they have one) and you may see them pop up in the background.

A special thanks to dmwcool1 and dusk-pegasus from DeviantArt, who have been helping with editing, rewriting, and just being generally awesome friends!

Coverart belongs to mn27 also on DeviantArt

Chapter 3: Birds of a Feather

Chapter 3: Birds of a Feather

It was late afternoon as the Super Speedy Cider Squeezy rolled to a stop outside the small cafe. Flim collapsed on the couch affixed to the back of the machine, "You go on ahead brother," he said waving a hoof towards Flam. "I'll stay out here and," he paused for a moment thinking of an excuse, "Guard the cider."

Flam grumbled as he walked away from his brother and into the small business, "Probably for the best. He'll just mess it up again," he muttered. Flam had been on edge since leaving, or rather being chased, out of Ponyville earlier that day, and for the time being it was Flim who would be acting as the scapegoat to his frustration.

Flam opened the door and exited the dimming afternoon sunlight. He was instantly greeted by the smell of freshly ground coffee beans and an array of pastries just out of the oven, all being set down inside the glass display along the shop counter a young unicorn. Her coat was pale, almost cream in color, and her hair was striped with shades of green and tan, an array of freckles spattered across the young mare's cheeks and her golden eyes shone with what Flam recognized instantly as the vigor of a budding
entrepreneur. Setting down the last scone from her tray, she looked up at the newly arrived customer. "Hello there! How can I help you?" she asked warmly.

With a tip of his wide-brimmed hat Flam put on his game face. "Well, hello young lady. My name is Flam and I just happened to notice your fine establishment while on my way by," he drawled. "Do you buy chance serve beverages?"

"That's almost all I serve here," she replied. “Well, besides the odd pastry as you can see," she continued, gesturing to the display before her "My name is Vanilla Latte, but everypony calls me Vani. My shop specializes in beverages: teas, coffee, hot chocolate, smoothies, you name it we have it!" she cited quickly in a slightly flustered manner, as if remembering from a speech or business proposal repeated a hundred times.

"Well Miss Latte-"

"Vani please," the mare interrupted.

"Well Miss Vani," he continued, the 'miss' bringing a small frown to Vanilla's lips that did not go unnoticed by the young stallion. "I just so happen to be a salespony and I have quite the selection of ciders on hoof."

"Well I usually don't serve alcohol..."

"Not to worry, that's only a small part of what we have to offer, though I must say our sparkling cider is exquisite!"

"Well I would love to sample some," she smiled coming out from around the counter, "And I would be honored if you would sample some of my own creations. I have been looking to expand and a well-traveled salespony just as yourself could surely offer some great pointers!"

"Well I'll just go and grab some samples," he said with a short bow and retreated out the door. Flam lifted multiple bottles of cider from the shelves of the machine, glaring at his snoring brother as he returned to his sale.

"I'm back," he said setting down the bottles on the table. He then looked up to see Vanilla rushing back and forth behind the counter with steaming pots of water and various containers of spices and flavoring. Momentarily pausing to fill one of the small ceramic cups to the brim before moving onto the next.

"Wonderful," she looked up smiling. "I'm just about ready!"

Flam gave a weak smile, he was going to have to work for this sale.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"Well thank you kindly for the purchase mam," Flam said with a final nod as he left the building. The moment he was out of eyesight he dropped his false grin and sighed loudly. The event had dragged on for hours, one drink after another as the mare droned on and on about her large array of beverages and the best way to serve them, and the best places to purchase flavorings, and how she was planning on expanding to include a few more cafes around Equestria. The same story he had heard a thousand times over from sales in the past. In the end his efforts had only resulted in half a dozen barrels of cider being sold.

Flam was exhausted. His eyes drooped as the day's events finally caught up with him. With a shuddering yawn he levitated a small package from the storage box on the Super Speedy Cider Squeezy and lowered it to the ground. Another shot of magic and the small rectangular shape expanded and unfolded into a large and comfortable tent. It was the Tip Top Tower Tent 2000 patent pending. Flam yawned once more and went inside the tent for a well deserved night's sleep, completely unaware that his brother was no longer dozing where he had left him.

As the early morning rays of sun touched the earth Flam was awakening inside the tent. Feeling much better with the events of the day before behind him, he straightened his attire and exited the tent. With a push of a small button it leaped a foot into the air and compacted back to its original form.

"Come on Brother, we must get an early start to the day. If we leave now we should make it to Fillydelphia by midday tomorrow," he called. When no reply came Flam stopped his preparations and looked around. "Flim!" he roared, but still there was no reply. He had disappeared and only one could guess where to. Flam flattened his ears and growled. Flam knew his brother well and he knew that Flim wasn't just going to return without his help, he'd be gone for days given the chance. Using his magic and the connection he had with his twin, Flam illuminated that trail that Flim had ventured out upon. With a direction to head and a firm frown upon his face he trotted off in search of his brother.

"Flim!" he shouted for the thousandth time, his voice was beginning to grow hoarse and his legs weary after traveling through thick forest undergrowth for nearly an hour. Flam guessed he had walked about two miles at this point and he had only grown angrier with each step. Burrs stuck to his fur, he had originally tried to remove them, but they were soon only to be replaced by another. His hooves were caked in layers of drying mud and a bird had been following him the entire time. At first the avian's song was soothing but now, as the sweat trickled into Flam's eyes, he found himself ready to strangle his trilling companion.

"Will. You. Shut. UP!" he thundered spinning to face the bird, a beam of lime green magic shot from his horn but it missed the creature who had settled on a branch. The bird ruffled its feathers and hopped from the branch to Flam's hat, and began to sing its song louder. The stallion screamed in frustration. "Flim, I swear to Celestia when I find you!!!!!"

Unbeknownst to him, only a few yards away, Flim was awakening from a deep slumber, disturbed by the sudden ruckus. He blinked the bleariness from his eyes and was greeted by the sounds of shouted threats and the occasional blast of magic that shot through the tree branches.

With a sigh, and the knowledge that his brother was nearby, Flim got to his hooves, dusted the specks of dirt from his collar, straightened his hat, and cleared his throat. "Over here brother," he called confidently as he trotted toward the site of the intensifying battle.

Flim entered a small clearing to find that the bird had called reinforcements. The improv flock had stolen Flam's hat and were now using it as a nest as they twittered and tweeted what Flam was sure to be insults. The mustachioed stallion retaliated by throwing insults and curses right back at the hat thieves.

"Having trouble brother?" asked Flim as he tried desperately to hide his amusement.

"Just where the hay have you been?!" his brother demanded spinning to face him.

"Oh don't get your tail in a twist," he replied. "You know what mother says, anger is not very becoming of you," he added with a wink, falling back into his usual charming routine. This only angered his brother further. "Besides we are in no rush, there is plenty of time, the sun is shining, the day beautiful, the birds singing..." He grinned.

Flam straightened to full height, took a deep breath, and silently counted to ten. "Better?" inquired Flim striding a step closer to his brother.

"No," he grumbled. "Now get your hooves in motion, we are a good two miles from the road and at least another mile from where I left the Super Speedy Cider Squeezy 6000." With a zap of his horn he levitated his headwear from the branch and shook it violently until all the birds had vacated. After carefully inspecting the inside, he dusted the brim, and placed it upon his head. "You can tell me how you got into this mess on the way back," he snapped turning sharply and heading off in the direction he had come, now at a brisk pace.

"Ah well that, is an interesting story there brother," Flim began as he trotted to catch up. The sun shone through the leaves dappling the earth and turning Flim's coat a golden hue. "After you had gone into that quaint little cafe one of the mares that had been in Ponyville showed up. While we are on the subject of the cafe how many barrels did we sell?"

Flam ignored the question.

"Alrighty then. As I was saying, one of the mares showed up, the purple one, the one who helped the Apples. You remember her, yes?"

"Well of course I remember her! She's the one who cost us the competition! Honorary family my rump, and you," Flam said turning and poking his brother in the chest with his hoof, "You were the one who said it was alright!"

Flim took no notice of his brother's short temper, a skill he had acquired after many years with his younger twin. "Well it turns out she was quite enthralled by our machine, then again who isn't but that's neither here nor there, she seemed to be truly interested in the mechanics. Being the gentlepony that I am I invited her to discuss the relationship between the mechanical and magical aspects over a cup of cider."

Flim took another breath to continue his story, but Flam interjected. "You did what?!" he cried, his mustache bouncing with his sudden rage.

"Oh calm down brother," Flim soothed. "Its not like I gave her the blueprints in a sealed envelope, I just told her how the magic works together with the mechanics. Besides, I would be surprised if she remembered any of it."

"What do you mean by that," asked Flam raising an eyebrow.

"Why, I've never met a pony with such a low tolerance for cider. Ours truly isn't that strong! But a few glasses and she..." Flim trailed off, his eyes widening as memories of the night came back to him. The color drained from his face, but it was soon recolored as a blush crept across his face. His heart throbbed in his chest and butterflies had found their way to his gut.

"And?" asked Flam unaware of his brother's sudden discomfort.

"Oh," the stunned stallion replied as he shook the his head from side to side. He could have sworn that his mouth had been filled with cotton, and he licked his lips trying to relieve the fibrous feeling. "W....well," he started slowly recovering, a story rapidly developing in his mind. "The poor thing was so out of it, I decided to walk her part of the way home, she could barely tell which way was up let alone which direction she had come from." Flim was on a role now, the words coming easier. "Shortly after we left she started casting spells left and right. She, why she must have shot me with a teleportation spell. Yes, I'm sure that's what it was! Last thing I remember was my head hitting a tree branch, and then you finding me of course." Flim grinned and touched the back of his head tenderly for emphasis.

Flam glared at his elder brother suspiciously. "Fine," he decided and returned his gaze to the path ahead of him. They spent the rest of the morning in silence.

They arrived in Fillydelphia by mid-afternoon, the pale autumn sun still hanging high in the sky. Fillydelphia was much larger than the quaint town of Ponyville, though it was still a hoof smaller than Canterlot. Display stands, booths, and vendors lined the streets. Ponies shouted advertisements, drawing attention to their wares. Several stands sold their dwindling supplies of cider, yet the lines remained as long as ever. As the Super Speedy Cider Squeezy rolled onto the main street all eyes were drawn to the Flim Flam Brothers.

Flam elbowed his brother, jolting Flim from his reverie. Images of the purple mare swirled through his conscious, consuming his every thought. He shook his head trying to displace her from his mind, and stepped forward ready to perform their well choreographed number. Flim didn't know how he felt about her, numerous emotions battled for attention within his heart, none of them clear and all of them confusing. The one thing he did know was that she puzzled him.

Flim had an affinity for being able to pin down ponies. He could tell whether or not a pony would be an easy sell, he could identify their personality, and he knew how to play them. It was not a skill he had picked up as a sale's pony but a skill that made him a great sale's pony. But she, she was different. He knew she was intelligent, a loyal friend, and very determined, but there was so much more to her. Every time he thought he had figured her out, he would only find another piece to her puzzle amongst the memories of the night before. Flim had never experienced anything like this and it frustrated him, the purple mare, the intelligent unicorn, was unlike anypony he had ever met before.

The show went off without a hitch. Unlike in Ponyville, the ponies of Fillydelphia were used to multiple competitors in the apple business, and the brothers rapidly found themselves among the stands. Their jaunty sales pitch was quite unlike anything the other salesponies had to offer and had drawn them quite a large crowd. Their sales had quickly come to outshine their competition, who offered the brothers only a few stiff looks in congratulations. Their sales remained steady through the remainder of the day and at one point a merchant approached them, interested in buying the machine itself. The Brothers had turned him down, they still had a few miles to get out of the Super Speedy Cider Squeezy before selling her and moving on to their next big break. It had been a successful day, and by the time the sun had set they had made enough bits to compensate their failed excursion to Ponyville.

Despite the constant sales and frequent sale pitches that filled Flim's day, his mind had never really entered Fillydelphia. No matter what he did, or how hard he tried he could not exclude her from his thoughts. As the day had grown longer an idea had begun to form in the stallion's mind, growing stronger by the minute.

He was going to return to Ponyville, he had made up his mind and nothing would change it. He had to figure out who this pony was, he had to figure out what made her so different, what made her so important to him. It was the only way he could regain his focus, the only way he could get her out of his head...

As they shut down for the evening Flam stopped him. "What's been going on with you? You've been acting odd all day."

"Nothing," Flim replied shortly. "Figuring out a new sales pitch."

"Look, I accepted that little story you told me this morning," he said narrowing his eyes. "But I've had enough of this!"
"It wasn't a story," replied Flim meeting his brother's gaze.

"Look I've known you your entire life I can tell when you're lying. Now stop acting like a colt and tell me what is going on!"

"It's nothing!" he snapped, turning away from his brother.

"Tell me," Flam repeated not about to back down.

Flim sighed. Despite their differences, their constant arguments and bickering, Flam was his friend, his best friend and his brother. "That mare," he stated. "The purple unicorn. I... I just can't stop thinking about her, I can't figure her out and it's driving me mad! I just can't get her out of my head! Tell me did she make sense to you?"

"Yes, she was an arrogant know-it-all," he replied simply. "Not much else to her."

Flim shook his head. "No, there is more to her than that, I know there is."

Flam sighed and wrapped his foreleg around his brother's shoulder, showing a brief moment of brotherly love between the two. "Just forget about it Flim. It's not that big of a deal, we meet hundred's of ponies a day, no need to get all worked up over this one."

"Trust me brother I've been trying, but I just can't shake it...her." Flim slipped from beneath his brother's embrace and turned his eyes towards the sparkling night sky.

"Well just what do you propose we do then?"

"Return to Ponyville," the answer was immediate but Flim's voice was soft, the words barely inaudible.

Flam roared with laughter. "Well I'm not going back there! They'd run us out at first sight!"

Flim's ear flattened against his head. "Well you don't have to go back, but I do," he said frowning. "I'll go alone." His mind was made up, he had been pondering the idea since earlier, but saying it out loud had decided it for him.

"Flim, this isn't a good idea," Flam cautioned with all seriousness.

"No," the brother replied, straightening to full height. "It's probably not, but its my decision to make, not yours."

"I don't approve of this," Flam continued eager to talk his brother out of the doomed plan.

"Didn't think you would Flam." Flim patted his brother on the back and gave him a reassuring wink. "Don't you worry brother!" he called over his shoulder as he headed down the road, "I'll be back in no time!"

Flam sighed as his brother disappeared out of sight. "Stupid colt," he muttered under his breath.

"Wait!" Flim's voice echoed behind him as he had begun to head in for the night.

"What now Brother?" he sighed with a roll of his eyes.

"No money," he replied with a nervous chuckle. Throwing a well-packed saddlebag over his shoulder he ventured off into the night, this time for good.

Author's Note

Finally! Seriously loved writing this chapter so much! ...I also seem to have a love for torturing Flam.

A couple notes on this that you guys should know.
1) Flim was quite intoxicated the night before as well, he just had better motor controls than Twilight, he in no way intentionally took advantage of her, both were very drunk and were not aware of the decisions they were making.
2) I think of the brothers as inventors and the tent would be similar to the one shown in Sleepless in Ponyville (The one Rarity used)
3) Why birds? Well why the hay not
4) I wanted to flesh out Flam a lot more as I think he will have a more important role in the rewrite as well as in the far future. I made Flim older because I think it was just another way to piss off Flam, the elder being the careless goofy one while the younger is more responsible (even if only by a few minutes age difference)

ATTENTION: If you are interested in having your OC appear in the story, please send me a note with a detailed description of your OC, both physical and personality (as well as special talent and occupation if they have one) and you may see them pop up in the background.

A special thanks to dmwcool1 and dusk-pegasus from DeviantArt, who have been helping with editing, rewriting, and just being generally awesome friends!

Coverart belongs to mn27 also on DeviantArt

Chapter 4: The Change of Seasons

Chapter 4: The Change of Seasons

"Will you hurry up?!" called Rainbow Dash anxiously as she shifted her weight from one hoof to the other. The blue pegasus expertly
ducked low as Tank the tortoise passed overhead.

"You can't rush perfection," the ivory unicorn stated matter-of-factly. She paused at the door as Opal leisurely exited Carousel Boutique. Rarity shut the door behind her, and from beneath her wide brimmed, floral hat she chimed, "Ready!"

"About time," said Rainbow Dash as she snapped open her wings and leapt into the air. "I'll meet you guys there," she called over her shoulder as she shot into the sky, Tank following slowly in suit.

"Rainbow Dash is right," added Twilight turning to see Rainbow Dash a mere speck in the sky. "Applejack is probably wondering where we are." With that Twilight and her three remaining friends set off towards the park, their pets in tow.

They arrived to find Applejack rolling out a large red and white picnic blanket. Winona was trying to help her master by tugging at one of the corners, but it just created more wrinkles in the fabric. Rainbow Dash was hovering several feet off the ground, waiting for the slow-paced tortoise to arrive. Tank was much faster in the air than on the ground, but he still traveled much slower than Rainbow Dash, especially when she was in a hurry. "Come on buddy," she said landing on the ground as Tank drew close. The magically rotating blades that were trapped to his back, sputtered to a halt a few feet above the ground and he crashed to the earth. Rainbow Dash flipped helped her pet to his feet and straightened his gear.

"Haha," Pinkie Pie giggled at the sight. "Tank is so clumsy."

"No he's not!" Rainbow Dash replied hotly. "He meant to do that!"

"Oh Tank! Are you alright?" asked Fluttershy in a worried tone as she came nose to nose with the tortoise.

"Of course he is," Rainbow answered. "He's tough like me!" She tapped her hoof on his solid shell and Tank slowly smiled up at her.

Soon the ponies and their pets had settled into their normal groove, playing and socializing with their friends. "I'm so glad you'll be able to make Nightmare Night this year Rarity," Twilight said sparking a conversation. "Princess Luna sent me a letter saying that she will be returning this year for the festivities!"

"The Princess will be there?" squealed Rarity, her eyes going wide with excitement. "I'm so glad spent extra time on my costume, it shall be fabulous!" The year previous Rarity had missed Nightmare Night. She had so many costume orders she had spent every minute until the very last working, and by the time the festivities began she was much too tired to join in the fun.

"Oh what is your costume?" asked Twilight. "I'm going as a 'mad scientist' this year, hopefully it will be easier for someponies to recognize."

"Why I've managed to create the most gorgeous witch ensemble!" Rarity exclaimed eager to elaborate on her work. "It's the most daring shade of teal, and the hat is just to die for!"

"That sounds just super-duper-fantastic," cheered Pinkie Pie entering the conversation.

"What are you going as darling?" Rarity inquired.

"Oh that's a secret!" the pink mare replied. "I can't spoil the surprise!"

"Well Ah'm goin' as a timber wolf," said Applejack dropping into a menacing pose.

"And I'll be sailing the night skies as a vampire pirate!" shouted Rainbow Dash adding to the silliness by rearing onto her back hooves and initiating an act of invisible swordplay. The girls feel into fits of laughter.

"So why a vampire pirate?" asked Twilight.

She shrugged, "I couldn't decide, so why not both. What about you Fluttershy?" she asked turning to her pegasus companion. "What are you going as?"

Fluttershy huddled close to the ground, half her face hidden by her long pink mane. "Oh, w-well I'm not going," she whispered, barely audible.

"Why not?" asked Pinkie Pie. "Its super-duper fun!"

"It's...it's much to scary," she managed to squeak out.

"Oh, you should Fluttershy, it really isn't that scary, and I'm sure Rarity would make you a costume," said Twilight patting her friend on the shoulder.

Rarity's eyes lit up and ideas began racing through her mind. "Why I have the most darling costume for you Fluttershy," she chimed. "You would just look adorable!"

"Oh-well."

Applejack cut in, "And you could stay with me at the games, nothing scary ever happens there."

"I-."

"Or you could stay with me and the foals!" offered Pinkie Pie. "Some of them don't like scary things either and you get tons of treats!"

"Oh, alright," she pale yellow pony whispered in defeat.

"Speaking of treats," added Applejack, changing the subject. "We are about ta' harvest the last of the apples and I could sure use a hoof with some baking."

"Awww," cried Pinkie Pie in dismay. "I promised the Cakes I'd foalsit the twins tomorrow!" Her bottom lip began to quiver at the though of missing out on fun with her friends.

"Ah don't worry about it Pinkie," Applejack said with an easy smile. "I'll bring you some of the pies." Pinkie Pie instantly brightened at the promise of Applejack's famous pies.

"I'd love to help," started Rainbow Dash. "But I've got to lead the weather patrol tomorrow."

"And I'll need to start on Fluttershy's costume right away if it is to be done on time."

"A-and tomorrow is tail fluffing day for Angel, he doesn't like it if we miss tail fluffing day," added Fluttershy with a guilty look on her face.

"Not to worry sugarcube, we wouldn't want to miss tail fluffing day," Applejack replied, putting the pony's worries to rest, and earning a grateful smile from the small white rabbit.

"Well I'm free tomorrow," offered Twilight. "What time should I come over?"

"Earlier the better," the earth pony replied. "We got a lot a baking to do!"

Twilight nodded, she had planned on getting up early tomorrow to read some new books the library had just received, so it wouldn't be too much of a change to her schedule. "Well I better get going," she said. "Spike is helping me reshelve the archives and I don't want him to have to do all of it."

"I gotta be gettin' along too," said Applejack. "The south orchard still has some apples on the branches and Winona and me gotta get on that."

The others agreed each listing off the afternoon plans they had, before going their separate ways.

"Sorry for keeping you up so late," Twilight apologized to Owlicious as she entered the bright red, welcoming door of the library.

He ruffled his feathers from his perch on her back and hooted cheerfully as if to say he didn't mind.

"Well you go get some sleep," she continued. "You've earned it." He inclined his head and flew upstairs to his perch by Twilight's bed, where he could sleep without being disturbed.

"Spike?" Twilight called, her voice echoing through the library. "I'm back!" She headed towards the back rooms where the archives were kept, poking her head through various doors in search of her assistant. "Spike," she called again as she opened a door, worry was starting to tinge her voice.

She entered the room and was startled to find a mountain of books, that had apparently fallen from the shelves to the floor. In the stunned silence she heard a pained groan from beneath the texts.

"Spike!" she cried as she used her magic to replace stacks of books on the shelves, to reveal a slightly crushed dragon. "What happened?" Twilight demanded as she helped him to his feet.

He swayed for a moment before finally regaining his balance. A small bump was forming on his head. "I was organizing the books, like you said," he paused for a moment as the multiple Twilights focused into one. Instead of continuing with the conversation he just held out a flattened scroll in answer. Twilight put the pieces together, realizing that Celestia must have sent a letter and Spike had fallen off the ladder as he received it, along with contents of the shelves.

The promise of news from her mentor instantly drew her attention, but she ignored it, setting it aside for later reading. "Aren't you going to read it?" Spike mumbled.

"I will," she replied, taking on a motherly tone. "But first we are going to fix you up." Twilight led him out of the room and to the kitchen where she prepared a pack of ice. She handed him the frozen compress, which he in turn pressed to his throbbing temple. "Better?" she inquired.

He nodded, wincing with the resulting pain. Twilight smiled, happy with her medical handiwork. She found him a seat on one of the plush couches in the main room of the library. "I'll go grab the letter," she said. "Be right back."

She returned a moment later, and unrolled the parchment on one of the wooden tables. Before she began reading she took the time to carefully smooth out any creases that had formed from beneath the weight of the books. A smile appeared on her face as she saw the familiar, elegant font of her mentor.

Twilight Sparkle,

My Faithful Student, I know you are always looking to expand your range of knowledge
and I think you might be interested in a new subject. The subject pertains to the early
development of foals. I find it is important to understand foals as they are our future.
Friendship is a powerful bond, but there is none more powerful of that between a mother
and foal. I have several books in mind that I believe would be of help. One of these
could also be of particular help in your magic studies. You should already have them in
your collection in Ponyville, but if you do not, let me know, and I will be more than
happy to send them to you!
Foalhood: The Early Years
The Bond: The Connection Between Mother and Foal
Ley Lines: Unicorn Anatomy, Development and Magic
Equestria's Youth: A Guide to Foals and Parental Techniques

Best wishes, I am looking forward to your next report.

Princess Celestia

"Hmm, well that's interesting," Twilight commented under her breath. "She is right though, I've never done extensive research on the subject, this could be quite interesting!"

"What is it?" Spike mumbled from his spot on the couch, he had laid back on the cushions, the ice pack placed firmly on his face.

"Celestia wants me to do some research into foals," she replied absent-mindedly rereading the letter.

"Why's she want you to read that?" he asked sitting up on his elbows.

Twilight shrugged, her gaze still fixed on the letter. "I don't know, she mentioned that they are our future, these things are important to know."

"Maybe the Princess is pregnant," Spike suggested cracking a smile.

"Spike!" Twilight exclaimed, turning to face him. "Don't be ridiculous! Besides the Princess doesn't even have a special somepony!"

Spike laughed as he jumped off the couch. "You really need to lighten up Twi. I'm going to head to bed if you don't mind, I have a horrible headache."

She nodded as she watched him head upstairs. The afternoon was growing late as Twilight began to make her way around the library, picking up the recommended books, blowing off the thin layers of dust that coated them as she went. When she had finally gathered all three, as well as several others that had caught her attention, she set them out on the table and found a comfortable chair in which to read them.

Twilight stayed up late into the night, studying book after book on how to raise foals, the early development of foals, and even several on pregnancy. However, as midnight neared, her eyes began to droop and the lines started running together. She shook her head surprised at the sudden onset of exhaustion. Twilight rarely ever grew tired while she was studying, the promise of new information keeping her wide awake.

She looked over her shoulder to where Owlicious was dusting the shelves with the tips of his wings, from upstairs she could hear Spike snoring. She stood up, her eyelids growing heavier by the moment with the need for sleep. She headed to the kitchen and made a cup of tea, having figured she had just been in one place too long, but when that didn't help she grew frustrated. She tried splashing her face with cold water, stepping outside into the chilly night air, even caffeine had no affect on her. Owlicious observed her as she traipsed around the house trying any and all remedies she could think of. She flipped through a book of magical remedies, turning the pages so quickly that they were nearly ripped from their binding. Halfway through the lists of potions, remedies, and cures exhaustion finally overtook her and she fell asleep within its pages.

The early morning sun woke Twilight the next day. She found herself where she had fallen asleep the night before, upon the pages of Spells, Potions, and Cures for the Magical Pony. Her mane stuck to the left side of her face and the pages were damp from where she had drooled during the night.

She stood and stretched relieving the pain of the kinks and cramps that had formed overnight. She grumbled as she fixed her mane with a quick spell, this was very unlike her to fall asleep while she was working.

She looked out the window, blinking her eyes as she adjusted to the bright sunlight streaming through the panes of glass. She leapt to her hooves with a sudden realization. "I slept in," she said in utter disbelief. She had told Applejack that she would be at the farm early this morning and the sun was already reaching higher into the sky.

Twilight raced around the library picking up her saddlebags and filling them with the necessities: quills, ink wells, parchment, and a book on baking. She ran for the door at a quick pace, almost knocking a still sleepy Spike off his feet.

"Where ya' going?" he called out after her rubbing the sleep from his eyes.

"Aj's," she called back not bothering to slow down. Spike shrugged as she disappeared around the corner.

Twilight knocked on the door of Applejack's house, panting heavily from her race across Ponyville.

"Howdy there Twilight! Just in time," Applejack said as she welcome the unicorn into the house. A light dusting of flour covered Applejack's nose and cheeks making her look almost a ghostly white. "Could I...get some water?" asked Twilight gulping in deep breaths of air.

"Sure thing Sugarcube," the earth pony said with a wink and a laugh. She gave her friend a tall glass of cool water and took the saddlebags from Twilight's back and throwing them in the corner. "Won't be needin' that," she commented. "Now come on, I just started the apple pies."

The morning was busy, yet it passed quickly as the two friends chatted. Applejack quickly took charge falling into a familiar rhythm, while Twilight ran backup: peeling apples, slicing the apples into small chunks, and covering the pies with layers of fresh made dough. Soon the window sills were filled with pies cooling from the oven and they moved onto the next treat and then the next.

By the time the sun reached high into the sky, signaling that it was near noon, every surface in the Apple's kitchen, dining room, and living room had been covered with fresh pastries.

"Whew!" said Applejack, as she leaned against the counter and crossed her hooves. "Now that was fun! Thanks for helping."

"Absolutely," said Twilight wiping the flour from her face and hooves with a damp rag. Her stomach rumbled and a blush rose to her cheeks. "Sorry," she laughed. "I left in a real rush this morning and forgot to eat breakfast."

Applejack laughed as well, "No worries! How about we take some a' these goodies and have a picnic in the orchard?"

"Sounds wonderful." Together the two ponies packed a wicker basket full of pies and fritters, and breads and headed out into the orchard. The trees had taken on a golden hue, and several of the leaves had begun to fall to the ground. The sun shone brightly behind the canopy, covering everything beneath in a golden light. They found a spot on top of a hill where they could see all of Sweet Apple Acres. Twilight used her magic to spread the out the same picnic blanket they had used the day before as Applejack began to unpack the food.

Twilight hadn't even realized how much they had packed until it was spread out before her. She concluded that Applejack must have packed some extra snacks while she had had her back turned. Along with the baked goods they had made that morning there was apple juice, apple sauce, apple fries, candy apples, apple jam, apples everywhere!

"Wow AJ, there's only two of us you know," Twilight joked elbowing her friend.

She shrugged in turn, "Ah get hungry when Ah bake. Now hurry up and get a plate goin'."

Twilight smiled and set about loading her plate high with apple themed delicacies, making sure to take a portion of everything. Soon her plate was piled high, and it teetered as Twilight lowered the precariously placed food on the ground.

"Ah shoulda brought more," Applejack commented, turning Twilight's earlier jest back at her.

Twilight felt heat rise to her cheeks and her ears lowered in embarrassment, "Sorry."

"No need to be sorreh! Get eatin', don't want you starvin' on me!"

The two passed the time with idle chatter, speaking around mouthfuls of food. As they reached the end of the meal Twilight reached for a slice of the pie they had made only hours before. The crust was flakey and golden and dusted with cinnamon, the inside was a gooey, amber liquid spotted with chunks of apple that dripped over the edges. Twilight licked her lips and inhaled the scent of the pastry, intent on enjoying it to the smallest detail, but the moment the warm cinnamon smell reached her nose she felt her stomach lurch. She dropped the slice of pie and her cheeks puffed out as she gagged. She began running towards the house but ended up retching behind one of the trees.

Applejack was up and following her friend in the blink of an eye. "Twilight? Twi, are you alright?" she asked worriedly, stroking her friends back in a soothing manner. There was no reply from the sick pony, besides the sound of gagging as her stomach heaved once more. Applejack stayed by her side waiting for the bout of retching to subside, emitting a calm aura, much like she did for Apple Bloom whenever she was ill.

On the other side of town, at the edge of the Everfree Forest, a cream stallion with a red and white mane, was bidding two fellow ponies adieu. The two ponies disappeared back within the Everfree Forest and Flim began trotting towards the small town of Ponyville in the distance

Author's Note

Not nearly as proud of this chapter as I was of the last one, then again it was a pretty bad chapter in the original so I did improve on it ALOT.

A special thanks to dmwcool1 and dusk-pegasus from DeviantArt, who have been helping with editing, rewriting, and just being generally awesome friends!

Coverart belongs to mn27 also on DeviantArt