The Delightful Dragon of Ep

by Laichonious the Grey

Rating: everyone
Tags: My Little Pony: Friendship is Magic, Alternate Universe, Princess Luna, Spike, Cutie Mark Crusaders, Adventure, Princess Celestia, Crossover, Main 6
Length: 38091

Errant tornadoes and white prissy ponies generally do not get along well.

For the first time in recent memory, a regional reservoir is chosen two years in a row to provide additional water for Cloudsdale’s important rain clouds. Rainbow Dash sees this as her chance to really shine. It’s gonna be big, it’s gonna be powerful, and it’s gonna blow everypony away. Unfortunately for Rarity, things become a little too literal. She finds herself dropped into a strange facsimile of her home, and she'll need all of her wit, charm and fabulosity to get back to Ponyville.

Based on the works of L Frank Baum and the 1939 MGM film The Wizard of Oz
Rarity vector courtesy of *BobtheLurker
Illustrations by Heather Biggs of LolliPengu Graphics

Published 2013-12-27 02:30:05 UTC
Last updated 2015-05-15 00:59:31 UTC

2. Council with the Punchins

Ringing. Not the pleasant sort from bells, but the kind that drives to distraction and back in a rickety, slow, rambling wagon that leaves one’s hindquarters decidedly unhappy. Rarity groaned, if only to have something else to hear besides the infernal ringing. Bright light probably poured through the windows, judging by how she scrunched her eyelids against the torrent. Finally, she decided that fighting the sunlight was a losing battle and opened her eyes ever so slowly. Sure enough, sunlight filled the room and even trickled in through tiny cracks in the abused walls of her beloved boutique. Supplies related to all things fabric littered the floor of her large workroom. From her vantage point, sprawled on the floor, she took in the chaotic confluence of cloth and sewing notions. Hats, jackets, dresses and hoops with bolts of cloth trapped within them, were piled in random mounds in corners. Her mannequins lay around the room, giving the space an eerie sense of a battlefield. She turned her head to the left to find Opal, nonchalantly cleaning her paws, blatantly ignoring the mess. She turned to her right to stare a bodiless, stylized pony head in the face.

“That’s a lovely sight,” she muttered to the displaced head. Talking seemed to make the ringing back off a little. She would rather have the howling wind than the ringing. “Opal?” she turned back to the cat, who regarded her with a haughty expression. “You aren’t hurt are you?” The albescent feline gave a sniff. “I suppose not,” the fashionista mumbled. “Cats always land on their feet... I wish I could.” She thought for a moment. “Well, not on your feet, Opal.”

Laboriously and with much show, even though there was nopony to witness it, Rarity got to her hooves. She stood in the center of the messy room for a moment or two, trying to remember what exactly happened. Spinning was part of it, that much she knew, if only by the residual dizziness she felt. Something about flying. Something about falling. Something about wind. She glanced out through one of the windows close by. An unfamiliar landscape of rolling green hills and tall stands of purple-leaved trees greeted her. “I... don’t think we’re in Ponyville anymore, Opal... or Equestria at all.”

The cat gave a sniff that sounded awfully close to a scoff.

A shifting of the light, like a cloud going past the sun, brought her attention to the front of the boutique. Cautiously, she stumbled to the window by the door. A shadow passed over the window so suddenly, that she jerked back from the glass and pulled the drapes over it in a reflex burst of magic. “Opal,” she rasped, “there’s something out there!”

Tap, tap, tap, suggested the door. It meant to be unobtrusive, but frayed nerves, and an unfortunately active imagination, made Rarity jump a sceptre up into the air.

She stared at the door, attempting to swallow her heart.

Tap, tap, tap.

“Wh-who is it?” Rarity squeaked.

“Come forth. Do not be afraid,” answered a dark female voice.

A sliver of azure magic tentatively opened the door to reveal a tall mare of midnight blue. From her regal forehead sprouted a long and delicate horn ridged with a deep, rounded spiral all along its length. Resting atop her long, ephemeral cobalt hair was a coronet of thin, plaited silver wire, with tall, open ovals in the front. Jewels and gems swaying gently in the ovals caught the light of the sun, and rather than throw it about, held it close. Great wings lay closely tucked to her body, the elegant feathers shimmering with a pearlescent sheen like a raven’s.

Rarity let out a gasp and to her knees before the dark alicorn, then wondered why.

A quiet laugh drifted from the other mare. “Rise, dear visitor. If anything, it is I who should bow to you.” That calm voice washed over Rarity, instantly putting her at ease.

The white unicorn rose to her hooves with as much grace as she could. “Why, thank you but... what have I done to deserve that?”

“You have done us a great service. But before I get to that, may I know your name? I am Selene of the North, I am honored to meet you,” Selene said, dipping her head to Rarity. She spoke in a calm and soothing voice that washed over Rarity, tucking away all of her frayed nerves and putting her panic to bed.

“I’m Rarity,” she thought for a moment then added, “of Ponyville.” A small curtsy followed her introduction.

Selene smiled deeper. “Very pleased, Rarity of Ponyville. I’m not familiar with that country. Where is it?”

“Oh, um, well quite frankly I have no idea where it is. I don’t even know where I am now.” She offered a tiny smile back to Selene that she hoped conveyed more of a sense of levity rather than the growing panic that was trying to strangle her.

“Hm, I had a feeling you were not from here,” Selene said knowingly. She turned from the interior of the boutique, motioning with a wing for Rarity to follow. “You will greater appreciate where you are, if you can see with your own eyes.”

Rarity hesitated at her front door, but followed in the dark pony’s wake. She caught up with the other mare, not in a panicked shuffle as she would have put it, more in a ladylike sense of haste. Brightly colored cobblestones rang at the touch of her hooves, surprising the white pony. They sounded like the subtle tinkling of silver wind chimes. For every stone she stepped on, at least three would chime in a chorus. Their short walk across this strange road made a sort of chaotic yet harmonious cacophony.

“Selene,” Rarity ventured, “If I may call you that...”

“But of course, Rarity, you may call me as you wish.”

“Yes, well, it’s just that you remind me of... somepony...” Rarity felt her words trail away but didn’t have the heart to bring them back in. She was going to say a name, but for all that she tried, she couldn’t remember. It was just on the tip of her tongue. She shook her head and continued on resolutely. “I was just curious about this road here, it’s rather extraordinary.”

“Ah, yes. This is the Singing Road. I’m rather partial to it myself, much better than the previous versions. It is the road that connects my home to this part of the land. The Punchins really outdid themselves with this one.”

“The what?” Rarity asked as they left the road and started to climb a small hill to a ridge that was covered in lush turquoise grass. She had to blink at that, but she forced it from her mind.

“They are the ponies of this land, for whom you have done a great deed.” She turned back to Rarity as the soft chimes of the road began to fade. “This, Rarity of Ponyville, is the Land of Ep.”

The sight over the ridge stole her breath away and didn’t have any intention of giving it back. To the horizon spread a landscape so strangely beautiful, that Rarity had to blink down a few tears. In great swathes, meadows of every shade of blue into most of the shades of green crashed together like ocean waves on the hills. In between lay islands of tilled earth, making a patchwork quilt, right down to the hedge stands running around the perimeters in stitchings that she often used herself. A forest of tall dark trees engulfed the land to her right, their leaves of purple, blue and green swaying in the light breeze. To her left lay more patchwork farms, the lines of crops went straight up and down and some went left and right. Others grew tall stalks of red plants in a zigzag. The one next to that had crops in spirals, and cattywampus to the spiral field the crops grew in terraced troughs. Far into the distance, obscured by a blue haze, she could see the snow-capped tops of mountains.

“Ahem,” A midnight wing reached under Rarity’s chin and shut her mouth for her. “It is not wise to gape, an enterprising bird just might move in,” Selene laughed softly.

“It... it’s beautiful. I have never seen anything like it.” She looked up to the tall mare. “Almost as beautiful as my own home... It’s very far away from here, I’m afraid.”

Selene gave her a solemn nod. “All in due time, Rarity,” she said soothingly, placing a wing on the other mare’s shoulder. “But before you go, would you let the Punchins show their gratitude for saving them?”

They began to walk slowly back to Rarity’s boutique. Rarity let herself be taken from the grand vista, questions boiling in her mind. “About that, um.... What did I do?”

Selene paused before she answered the question, letting the soft chiming of the road fill the air. “Several years ago, this land was a free and happy place, but then the Wicked Witch of the East came and put the ponies here in thrall to her powers. You have ended that reign of terror by coming here in such an unusual way.” Selene looked down at her, seeming to weigh her. “The only question remains: is this the end of the Wicked Witch?”

“The Wick—” Rarity tried to ask, but the air suddenly exploded in sound.

The road rang out like the great Canterlot bells, tolling deep and long. The sound of cheering and yelling from hundreds of throats nearly overpowered the road and made her own head vibrate. All about the two mares, little ponies of every shade and hue of grey danced and pranced, their little voices crashing around the hills in exultation. Rarity could not believe her eyes. The ponies were so small, like foals grown into their legs, yet still no taller than her knee. Their coats were all grey, of some variation from charcoal to ash, but their manes and tales were vivid hues of blues and greens, yellows and violets. Every single one wore what looked like long trousers, which, she realized after a few blinks, were checkered for the stallions and striped for the mares. All of them had a short horn that curved upward with a bit of a twist in the ridge. They danced and pranced in circles around her and Selene, several pairs even spinning smaller circles with each other, and they didn’t show any signs of stopping.

Selene laughed a hearty but distinguished laugh that Rarity had no trouble hearing, despite the noise of the little ponies. “These are the Punchins, Rarity of Ponyville, and as you can see, you have made them quite happy. I must say it is a delight to see them free once again.” She smiled at the gathered grey greeting, the hint of a tear welling in her eye. “Ahem, Punchins,” she called, barely raising her voice.

The celebration ceased as swiftly as it started, the assembled ponies standing silent and smiling all around.

“Here is the one who freed you,” Selene continued over the final echoes of the Singing Road. “She is Rarity of Ponyville. Let us welcome her to the Land of Ep.”

“Hurrah! Hurrah! Rarity the Rescuer! Hurrah! Hurrah!” the Punchins shouted in unison and beat their hooves on the road to make it sing with them.

One pony came forward, wearing bright, blue-striped, green pants and a wide-brimmed pointy hat. She bowed deeply to Rarity, nearly losing the hat in the process. “I’m governess of the Punchin Land, Great Rarity of Ponyville,” she announced in a tiny but loud voice, “and it is my honor and privilege to welcome you to Ep. Anything that you wish or desire, we shall provide. It is the least we can do to repay you for the great deed you have done.” She bowed again, the others in the crowd imitating her.

“Oh my,” Rarity said. “Well this is all very flattering but I still don’t know what I did.”

The governess stood up, a look of surprise in her small features. “Why, Great Rarity, you have only done the impossible! You defeated her!”

“I... what... who?”

“ME! You defeated ME... somehow!” came a muffled cry from her boutique.

The Punchins dispersed like oil before soap at the sound, the road chiming with discordant tones as they fled from the discarded building.

Rarity turned just in time to see a pink head and mane burst from the floorboards of her misplaced boutique. The blue eyes set in that crazy head burned with a fire she could almost feel. “How do you top a... a... what is this thing anyway?”

“Um, a boutique?”

“BOUTIQUE! How can you top a boutique falling on your head?! That's just dastardly! I had the best, most random act the world has ever known, but you... YOU!” The pink pony flew out of the floor with a great crash of wood and sequins. “YOU somehow beat me. What's your secret, hm?" Pink mane and blue eyes were a shock of color racing around the interior of the boutique. It was like she couldn't stand still. Rarity of course had no trouble being rooted to the spot. “Are you a Witch too? You must be. It's only half of the only way that you could have even had a whole chance in ten to beat ME!”

“I'm sorry,” Rarity said slowly, “but did you call me a witch?”

“Not a witch, a Witch. Which witch would be a witch if she weren't first and last a Witch? It's a cinch, you are one. Where'd you get this boutique, eh? Nevermind that!” Rarity held a hoof up to her head, the twisting words and restlessly running pink pony had made her dizzy all of a sudden.

“Ah, ah, ah,” said the midnight blue mare from the North. “You know the Rules, Wicked Witch of the East. She beat you fair and triangle, now you have to give up your spotlight and your shoes.”

With a huff, the pink Witch kicked off her diamond shoes, hurling them at the wall where they thunked into the white plaster, humming in a perfect A tone.

She whirled on Rarity, her hot pink mane and tail whipping around and flinging bits of wood and dirt from their snags and tangles. “You haven’t seen the last of me!” she cried before jumping backward, cartwheeling and finally flipping up into the air through the door of the boutique and exploding into a cloud of pink butterflies that angrily swarmed off over the hills.

The white unicorn blinked at the spot where the other pony had inexplicably burst into butterflies. “What... just happened?” she asked with a flick of her tail.

“That was the Wicked Witch of the East, and good riddance says I. She will prove to be trouble in the future, no doubt.” Selene looked around the deserted road. “She has left, Punchins. It is safe once again. You can come out now.”

At her soft coaxing, the little grey ponies started to emerge from their hiding places in bushes and in the small dips in the land. They whispered amongst themselves, “Did you see how she resisted the Witch?”

“She must be powerful.”

“She must be great.”

“Will she stay?”

“Where will she go?”

A few of their questions were directed at Selene who regarded Rarity with a new expression that, had she not known better, Rarity thought looked almost fearful.

Rarity looked at the gathered little ponies, seeing the questions in their eyes. She didn’t have an answer for them.

“So, Rarity of Ponyville, what will you do?” Selene asked softly.

“I-I don’t know, I mean, all I did was fall from the sky...” She pursed her lips at such a silly sentence.

“The Punchins are right, you must be very powerful to resist the sorcery of the Wicked Witch, not once were you ensnared by her tricks. I am the Witch of the North and as such I was immune to her antics, so it is no doubt that you are a Witch as well. Now the question is, are you a good Witch, or a bad Witch?”

“What? I’m... neither. I’m just a normal unicorn far from home... and h-how are you a Witch? I mean, you aren’t anything like... her.” Rarity glanced at the hole in the floor of her boutique, shifting her hooves nervously.

“Not all Witches are like the one from the East. She gets her power from randomocity and attention. The more attention she can get, the more random she becomes and the more powerful she grows. I and my sister, Helia, the Good Witch of the South, get our power from peace and tranquility, happiness and love. When the Wicked Witch became such, she disrupted our power, and we could not oust her from this land. But you in turn have disrupted her power by arriving in such a strange and statistically impossible way.” The regal mare gestured to the boutique with a silver shod hoof. “Now the Punchins wonder, as do I, will you stay to protect them?”

Rarity took a step back from the crowd of grey ponies. “I-I don’t know.... It’s not that I don’t want to, understand, but....” She bowed her head to Selene. “I just need to go home, and I don’t know how.”

The road chimed with the shifting of the Punchins’ hooves. “We understand, Rarity of Ponyville,” Selene said kindly. “There is no place quite like home. I can protect the Punchins now that you have broken the Wicked Witch’s spell, but I’m afraid I cannot send you home.”

Rarity’s heart sank and her ears drooped.

“But I know of one who can.”

The fashionista’s head snapped up; her ears perked forward, straining to catch anything and everything that could help her get home. “You do? Who? Where?”

Selene chuckled at her excitement. “All you need to do is travel to the Ruby City, to the west. There lives the Delightful Dragon of Ep, he is very wise and very powerful. He will know how to help you get home.”

At mention of the Dragon, the Punchins broke out in an excited walla, muttering to each other, “The Dragon, oh yes he will know what to do.”

“The Dragon!”

“I hear he’s frightening!”

“I hear he’s wise!”

“I hear he can eat a city if he so chose... what? He could!”

“Nopony goes to see the Dragon.”

“The great Dragon of Ep! Imagine that!”

Rarity swallowed. “The D-Dragon of Ep?” She let out a nervous laugh that dissipated as quickly as it could, suddenly being in front of so many ears. “I, uh... is the Ruby City... far?”

“Not terribly so,” said the Punchin governess. “All you need to do is follow the Yellowbrick Road.”

“Follow the Yellowbrick Road?”

“Follow the Yellowbrick Road,” said Selene, “It will take you straight to the Ruby City.”

Rarity paused. It felt like something was supposed to happen right about now, but the Punchins just waited, looking at her expectantly. “Erm,” she stalled, “Uh, why... why is the road paved in yellow bricks?”

The Punchin governess shrugged. “We ran out of all the other color bricks at the time.”

“Oh,” the fashionista said awkwardly. “So, I suppose I should, just follow the road.”

“Well yes that’s what most ponies do, when they want to go there.” The governess smiled at her pleasantly.

Rarity couldn’t stand it anymore. “Um, do you sing?”

“Sing, Miss Rarity?”

“Nevermind,” Rarity said, waving a hoof that sparkled rather unusually. She gasped at the diamond shoes that had somehow attached themselves to her hooves. “Oh my, would you look at that!”

“Yes,” Selene said mysteriously next to her. “Those are special shoes, so long as you wear them, you will always find what you are looking for. There are other enchantments on them, but we don’t know what they are. If ever you should find yourself in need of help, just show them to anypony and they will help you.” She slowly began to walk down the road to the south, the Punchins bowing and clearing a path for her. “I must inform my sister of the good news.”

“Wa-wait!” Rarity said holding out a hoof. “How will I know where to go? What will I do when I get there?”

“The Dragon will know what to do. All you must do is follow the Road. Fare thee well, Rarity of Ponyville. We shall meet again.” She spread her wings wide, buffeting the road in a fragrant wind that reminded Rarity of a midsummer’s night. The dark wings then enveloped Selene, shrinking until she became a point of light that shot up into the sky. On the ground, the Punchins called after her, saying goodbye and galloping after the point of light as it shot away to the south.

3. How Rarity Met the Scarecrow

There are times when a pony will be faced with an undeniable truth. Some look forward to those times and others dread them. Rarity was facing one of those moments, and it took the form of a white cat refusing to get into a basket. The truth was, Rarity didn’t take Opal on walks, ever. Mostly because cats don’t walk. Little grey ponies galloped around her boutique, fixing this and that or gathering things that had been flung about during her flight and landing. As Rarity scowled at the cat, contemplating just snatching her up in her magic and stuffing the fickle feline into the basket, she tried to carry on a conversation with Governess Fiddlewick. While in the process of trying to convince Fiddlewick to let some Punchins guide her to the Ruby City—and carry her luggage if possible—Rarity had learned that there was no rhyme or reason to their names. They didn’t even have cutie marks. It was rather disconcerting, therefore, that many of them would pause in whatever they were doing and stare at her flank for minutes on end, absolutely entranced by her emblem.

“So, this symbol,” Fiddlewick said for perhaps the fifth time, once again distracted, “it just, appears at an appointed time? Is that what gives you such great powers?”

Rarity glanced at Fiddlewick, who was staring fixedly at her cutie mark. “No, Fiddlewick, dear,” she sighed. “My cutie mark represents my special talent, it doesn’t give me anything, really, except a sense of who I—AH!” She glared at the little pony.

Fiddlewick had gotten up on her hind legs and was enthusiastically poking at Rarity’s cutie mark with a hoof. She noticed the fashionista’s glare and quickly dropped down to her forehooves, producing a wide smile. “Sorry, I, uh... just wanted to see how permanent it was.”

“It’s a part of me, darling. It’s very permanent,” Rarity said graciously. The glare transferred to Opal, who pointedly ignored it. “Opalescence,” she growled, lady-like of course. “You have until I count three to get in the basket by yourself... before I put you there.”

“These um, cats, did you call them?” Fiddlewick asked.

“One,” Rarity attempted to say dangerously.

“Ah, yes that is what you call them,” Fiddlewick mused.

“Two,” Rarity almost accomplished that dangerous tone she was striving for.

“They seem like not the sort of thing to keep for a pet,” the Governess seemed to be explaining this to Rarity, rather than herself.

“Three.” A burst of blue magic lanced from the seamstress, seizing the white cat in mid air as she tried to escape the wicker-woven fate prescribed by their impending journey.

The cat mrowled and hissed at the vessel she was about to be confined in, but there was nothing she could do against Rarity’s powerful levitation spell.

“You can complain all you want, Opal.” Rarity huffed. “But you had plenty of time to do it yourself.” With only a few more mewlings, and a few more scratches, Opal was successfully contained in the basket. The fashionista sighed and hung the kitty cargo on her specially modified saddle, opposite a small bag filled with needful things. Actual, needful things. The rest of her luggage sat in a corner; all packed up and nowhere to go. She certainly wasn’t going to haul it around, especially now that she was not going to get any help with it. If only it could grow some legs of its own and follow her.

The Punchins were finishing up their self-appointed tasks. She never did ask them to tidy up anything, but they were so happy to do it, she let them. Rarity took one last look at her boutique, wondering if she would ever see it again. It didn’t matter, not as long as she got home. The Carousel Boutique was only a building, and she could build another one, but there was something special about home, something that she knew she wouldn’t be able to replace. With a final, resolute nod, she set off for the front door and briskly exited the boutique, for good.

“Should we... lock it up for you, Miss Rarity?” Fiddlewick asked, trotting alongside her.

“No need,” the unicorn replied curtly, “If there is anything you need from it, anything at all, feel free to help yourselves. I don’t know how well it will hold up after a fall like that, but I’m leaving it to the Punchins. A gift,” she said, smiling at the grey pony with the beryl mane.

Fiddlewick stared wide-eyed at Rarity. “Really? I mean... Thank you, Great Rarity, this is a most treasured gift. I’m sure we will find many things that we can use. Our town has fallen into disrepair since the Wicked Witch ensnared us. She barely gave us time to feed ourselves before she would return, craving more attention. We will forever be in your debt, Miss Rarity.”

Something about the way the little pony said that made her pause. Rarity glanced to her side to see Fiddlewick quickly wiping tears from her face. With a smile, the unicorn straightened the hat on the little pony’s head. “Listen, Fiddlewick, darling. There is no debt among friends, it’s what friends are for.” She paused for another moment, to let the governess collect herself. “Though I don’t suppose there is any way to convince you to let me have a guide, is there?” she asked as innocently as she could.

Fiddlewick laughed. “Afraid not, Miss Rarity. Selene of the North made it very clear that we should never venture outside of our lands; it is far too dangerous for us, and we are far too small to make the journey in any reasonable time. I’m sure you want to get to the Ruby City with all haste.”

“Oh, yes. Of course,” Rarity said smoothly. “So, how far is it to the Ruby City?”

“I don’t know. I’ve never seen it myself. Sometimes we get visitors from there, so it can’t be terribly far. If you don’t mind me saying, Miss Rarity, but with those long legs of yours, why, I’m sure you would get there in no time at all.”

“Thank you... I think.”

She started down the Singing Road with a herd of Punchins following in her wake. They didn’t go far before they arrived at a large paved square, which was actually a circle, with a tall fountain in the center. On the eastern half of the square were little houses that made Rarity smile even if the paint was peeling and the roofs were sagging. The fountain in the center of the square splashed pleasantly into three channels that emptied into a basin divided into three equal parts by sculpted stone dividers with figures of little ponies prancing with various kinds of fruit that Rarity recognized, and several others that she didn’t. Into each channel and basin flowed three different colored liquids, yellow, blue and red. A spiral of  yellow bricks spun outward form the fountain that slowly grew into a wide road out to the west.

Rarity slowed as she approached the fountain. The brightly colored liquid was sweetly fragrant, causing her mouth to water. She took a deep breath, savoring the sweet scent. “Oh my,” she sighed. “That smells marvelous! What is it?”

“Oh, that’s our punch fountain, it’s what we’re famous for. Ponies from all over the land of Ep love our punch. Businessponies from the Ruby City only come this way to trade us things for big barrels of the stuff. It’s smelling a tad ripe, we haven’t had the time to tend it like we normally do, but you can have a drink if you wish and we’ll send you off with bottles of each.” Fiddlewick smiled proudly at the fountain.

“Ah, so that’s why you are called Punchins,” Rarity exclaimed, lowering her head to the blue basin.

“What? No, no, no, they call us Punchins ‘cause we’re small. Oh, and sometimes we punch things at random... but we’ve gotten better with that. Now it only seems to happen when we get angry.”

Rarity spluttered in the basin.

“Are you alright there, Miss Rarity?”

“M-hm! Ah... y-yes I’m fine. Hmm-mmm. Well, that was refreshing,” she said airily. “If I could have some for the trip that would be wonderful..... What is the matter, Fiddlewick?” She knelt down next to the little governess, who was using her hat to wipe her face.

“Oh, it’s nothing, Miss Rarity.” She sniffed. “You’ve been so kind, and wonderful to us. It just seems such a shame that you have to go. But, we understand, your home is important to you, like our home is to us. I hope you get there safely, Miss Rarity, we all do.” Several of the ponies in the crowd nodded behind Fiddlewick.

“Aww,” Rarity said, scooping the little pony up in a hug. “That is very sweet of all of you. I promise I’ll never forget you and all that you’ve done for me.”

With a few more hugs and some glass bottles of their famous punch, Rarity set out on the Yellowbrick road with a smile on her face and a bounce to her step. The Punchins watched her leave from the square, waving and calling well-wishes to her until she was out of sight. The day was pleasant, with a soft, cool breeze blowing over the hills, quite easy to walk in. After a time on the road, she opened the small hatch of the basket to let Opal poke her head out, if she wanted to. A snowy paw groped its way out of the opening to grab the tassel on the door and pull it shut with an angry whomp.

Rarity rolled her eyes. “Suit yourself.”

She followed the Punchins’ simple directions and walked down the Yellowbrick Road. For hours. They made it sound like the Ruby City was just over the next hill. It wasn’t. At the very least, those diamond shoes were comfortable, in a strange way. But after a while, the sun beat down on her back, adding to the weight of Opal and her saddlebags, but mostly Opal. So along she trudged, one uneventful hour passing after another, until most of the day had gone—except for coming across a patch of strange roses. She knew they were roses, but they weren’t red; they were in fact a rather violent shade of blue. Violent, because when she got closer to investigate, they tried to attack her. Fortunately, she had hooves and they had roots. But this time, she happened upon something else that worried her somewhat. She blinked at the fork in the road. The Punchins didn’t say anything about a fork, though, she didn’t think they would know about this. She shook her head at it and continued on her way. “Not a proper way to care for silverware...” she muttered, passing the tarnished implement. A few minutes later, she passed another fork, this one much more tarnished than the last, and wrinkled her forehead at it.

“What on earth are these forks doing in the road?” she wondered aloud.

She should have been able to put the two forks together, for it was one of the curious things Fiddlewick had mentioned while Rarity was trying to secure a guide. Roadsigns didn’t exist in Ep. Travelers thought they were rather insulting, and truth be told, they were. The signs thought it a great sport to switch themselves now and again, to liven things up a bit, and a few had grown so delinquent that they had begun to taunt passersby. So roadsigns were outlawed, to keep the peace. Rarity could care less for the reasons behind the misdirecting signage because she was now facing a problem; the Yellowbrick Road had forked.

To the right, the road went off on a winding trail that soon became lost in the depths of a dense and dingy-looking forest. To the left, the road snaked around some hills off to the horizon. Rarity knew which one she would rather take. The path to the left seemed relatively safe, but she had no idea which way actually went to the City. The Punchins failed to mention forks, silver or otherwise. With a huff, the fashionista stomped her hoof.

“Well... now what?”

“That's a good question,” said a soft voice.

“Who said that?” Rarity glanced around the road, ears swiveling on her head like radar dishes. “Hello?”

“I wish I knew the answer. There's a lot I wish I knew. I guess that's just something you have to get used to, when you don't know things,” pondered the voice.

Rarity whipped her head around, peering at the tall stalks of corn growing in the cleft of the fork in the road. “What do you mean you don’t know things?” she asked, creeping forward.

There was a dry rustle, like a clumsy foal in a hayloft. “I just know there’s a lot that I don’t know,” sighed the voice to her left. “I’ve been here for the longest time, or at least, I think it was a long time.... Is it a long time when the bright circle in the sky goes away two times and comes back three times?”

Rarity froze just before she stepped over a low timber fence. “You mean you’ve been out here for three days?”

“Is that what the bright circle in the sky is called?”

Rarity caught a flicker of pale purple among the green stalks of corn. She cocked her head to the side and started towards the little shock of color. “No, that's called the sun.”

“Sun,” tested the voice, “I like that word.”

Rarity soon came to a little break in the rows of zigzagging corn and stared in confusion. In the center of the little clearing was a pole of roughly hewn wood, driven into the ground. On top of the pole was a pastel purple scarecrow, tied to two pieces of wood. It was apparently a pony, like herself, stuffed with hay that poked out through some of the seams in its purple canvas and burlap skin. Strips of lavender and purple cloth served as the scarecrow's mane and tail. A horn carved from some sort of dark wood protruded from its forehead and it wore a pair of trousers striped in alternating white and purple. The scarecrow stared out over the field with large, purple button eyes sewn to its face with thick black thread.

“Hello? Anypony here?” she asked of the field.

“I'm here,” answered the soft voice.

“Where?” she asked, turning around.

“Up here.”

Rarity jerked back. The scarecrow waved at her. “H-how.... What.... Huh?”

The scarecrow shrugged. “I don’t know either.”

“B-but, you’re talking!”

“I’m sorry. Should I stop?”

“No, that’s fine, I guess, but... scarecrows usually don’t talk, at least where I come from,” explained the white unicorn, going back to the edge of the field to look at the scarecrow’s face.

The canvas visage shifted into a semblance of surprise. “What is a... scarecrow?”

“Well, that’s what you are. You look like a pony out here in the field to scare off crows, to keep them from the corn.”

The scarecrow’s face scrunched up in confusion. “Pony? Field? Crows? Corn?”

Rarity blinked at her. Then blinked at her own thoughts. Why did she assume the scarecrow was a mare? She looked over the scarecrow again. There was something familiar about the stuffed pony. The way her mane was shaped, the way she looked at everything with open curiosity, the shy but direct way she spoke, even her soft voice tickled at the back of her mind, like she should be able to recognize it. It felt important that she should remember, but she couldn’t. Rarity shook her head. “I’m a pony, darling. This,” she gestured to the stalks around them, “is a field. The plants growing in it are called corn.”

“Ooohhh...” the scarecrow said, gazing around the clearing, “Do all of these things have a name? Like, the other bright circle that comes when the, sun, goes away, does that have a name?”

“Well, of course everything—”

“Everything...” whispered the scarecrow.

Rarity raised an eyebrow but continued. “Everything has a name. The other bright circle is called the moon, and when it comes out, that’s called night, and when the sun is out that is called day.” The fashionista considered the purple prop. “You really don’t know all of these things?”

“I guess not,” replied the scarecrow, “I never thought there was so much. I didn’t start to notice things until I saw the sun and the night and the moon and the sun three times. But before I was here, I saw them in another place. A place with... ponies, ones that were smaller than you are.”

“The Punchins?”

“I don’t know. Are those the small ones?”

“Yes those are the Punchins.”

“Oh. There was another pony, bigger than the others. What was she?”

Rarity thought for a moment. “Was she tall with a long blue mane?”

“What’s blue?”

“Ugh...” Rarity held a hoof up to her face. “Blue is a color, darling. The sky is a color of blue.”

“There’s more than just one blue?”

“Yes, but this other pony you saw, was she tall and blue?”

The scarecrow raised her head and studied the sky for a moment. “No, she was not that blue. Was she another blue?” she asked, turning an inquisitive face to Rarity.

The seamstress opened her mouth to reply and suddenly found that she had no way to describe the color pink. “Well, if there was another pony, like me, and she wasn’t blue then she was the Wicked Witch of the East.”

“Humm,” thought the scarecrow. “I don't know what a lot of those words are, but I think you're right. The smaller ponies said something about me, like you did, that I was random, or the other not blue one was random for taking me there. So when the not blue pony left, the little ponies—Punchins?—they took me here and put me on this stick and this is where I've been ever since.”

“Well,” said Rarity, “I suppose that is a pretty random thing, to animate a scarecrow. Would you like to get down from there? It looks awfully uncomfortable.”

“I think I would like to come down.”

Rarity summoned her magic and lifted the scarecrow off of the stick a little too forcefully. She had prepared to levitate a full-grown mare, not a mare stuffed with hay. The scarecrow shot up into the sky before Rarity dampened her telekinesis. Gently, she lowered the airborne scarecrow to the ground.

“Sorry, dear, I tried to lift you as if you were heavier than you are,” she said with an apologetic smile. She looked the Scarecrow over, to make sure she hadn’t hurt her.

“That’s okay.” The scarecrow smiled.

“Now,” the fashionista said, aiming her critical eyes at everything about the strange scarecrow. “I don’t suppose there is anything we can do about those striped pants.”

The stuffed pony shook her head. “I’m pretty sure they are a part of me.”

“Oh well,” Rarity sighed. “It doesn’t matter, I like you just the way you are. Except your name. I can’t just call you Scarecrow.”

“Why not?”

“Because, darling, that’s what you are,” Rarity replied.

“But,” said the scarecrow, furrowing her already knit brow, “why can’t you just call me a scarecrow?”

“Well, yes,” the white unicorn confessed, “But I don’t want to just call you what you are. It seems... I don’t know, unfriendly, I suppose.”

The scarecrow was silent for a moment, regarding Rarity with her large, purple button eyes. A complicated expression folded onto her canvas features. “I’m... your friend?” she asked.

“Of course, darling.”

The scarecrow looked down at the ground and shuffled her hooves. “I’ve never had a friend before.”

Rarity’s breath caught in her throat at the scarecrow’s admission. It sounded like something she had heard before. Something near and dear to her heart. She stared past the stuffed pony at the horizon, trying desperately to hold on to that thought, to recall what was so familiar.

“Uh, Miss?”

Rarity blinked, her eyes focusing on the scarecrow again. “I... I’m sorry, darling, what did you say?” From the concern evident on the burlap face of her strangely familiar new friend, she had scared the poor thing. The lady unicorn assumed a pleasant and unconcerned smile, donning it as easily as she would a gown and forced her shoulders to relax.

The scarecrows eyes shifted slightly in a way that made Rarity think of it as a blink. “I was just asking,” the straw pony said timidly, “What does a friend... do? What makes me your friend? And, does that make you my friend too?”

The simple questions hit the white unicorn like a lightning bolt dragging an avalanche behind it. She considered the scarecrow’s question for a long time. The scarecrow didn’t seem to mind. She sat down across from Rarity, canvas face towards her, patiently waiting for an answer.

Rarity cleared her throat. Smiled at the scarecrow, and cleared it again. “Well a friend...” she attempted to define friendship in her own mind, but her thoughts moved like icebergs, refusing to give her anything deeper. “A friend... is... somepony who, I suppose, is willing to, well, under any circumstance... to, um... to be with you... no matter what. Does that help?”

The scarecrow nodded enthusiastically. Paused. Frowned, then shook her head slowly.

The fashionista let out a soft sigh. “Look,” she sat down next to the scarecrow, for once not even thinking about the dirt on the ground. Well okay, maybe the thought skittered over the surface, but she sat down anyway. “Friendship is a lot of things. It means different things to different ponies. But most of all, I think friends help each other. They want to be there for each other, no matter what happens. A true friend loves you for who you are... and they will make you better for it. I consider you my friend... because I want to help you,” she gave a little laugh, brushing at something on her nose to hide wiping away a small tear. “I would hope I’m your friend because I helped you in some way.”

The sun-bleached and worn fabric of the scarecrow’s face scrunched up once again. She looked at the road as if considering the two paths, her button eyes shifting side to side. After a time, she turned to Rarity. “Well, don’t worry, Rarity,” she said with a smile, “I’ll be your friend, and you can be my friend. I want to help you too... and I think I can start doing that right now.” She gestured with a straw-filled limb down the right side of the branch in the road. The side that suffered from an unfortunate case of arboreal overgrowth. “I think I remember ponies walking down that side of the road. Hardly anypony has gone the other way, so I guess that means the city is over this way. Right?”

Rarity giggled. “Why yes, that seems right. See? You’re smarter than you think. Hmm...” She put a hoof up to her chin.

“What’s the matter?” the scarecrow asked, tilting her head to the side.

“I think I know what I’m going to call you. How would you like Smartypants?”

The scarecrow smiled again, her patched ears perking up. “I like the sound of that.”

4. The Road and the Woods On Top of It

Rarity was a pony who prided herself on being a delicate social butterfly. No matter the situation, she was constantly confident, continuously composed, totally tactful and perpetually pleasant. Imagine her chagrin when she blurted out at her newfound friend a clumsy petition for companionship.

“Would you like to come with me?” Rarity asked, surprising herself.

Smartypants didn't mind at all. She didn't know that there were protocols for asking a new acquaintance to accompany you somewhere. She didn't even know what protocols were. “I would love to,” she said without hesitation. She swayed for a moment where she stood, evidently expecting something else to happen.

Rarity thanked her lucky stars that of all the times to make a social faux pas, it happened in the company of a blank slate. “But, you don't even know where I'm going, dear.”

Smartypants shrugged. “Doesn’t matter to me. I just want to be where you are. If I want to be somewhere, it would be with my friend. You’ve taught me a lot.”

Rarity giggled. “Well I suppose I have, but you knew next to nothing before I met you, so I don’t know if that is something to brag about,” she said, looking to the sky.

Days seemed to be as long as normal here, wherever here actually was, so she figured they had another three or four hours of light left. “We had better get going. There’s not much daylight left and I would like to be as close to the Ruby City as I can get before nightfall.” She turned back to the road and started down the fork to the right. Behind her, Smartypants teetered around the stalks of corn like a sailor unsure of the ground and stumbled over the low timber fence, mostly using her face. She watched the stuffed pony with concern as she followed after her on wobbly legs.

“Are you alright, darling? Do you need any help?” she asked, stopping to let the scarecrow catch up.

“I’m fine,” she said, just before she fell face first into the yellow bricks. She attempted to get to her hooves several times, but her flimsy legs and uncoordinated movements had her flopping around like a newborn foal.

Rarity shook her head, enveloping the struggling mare in a cloud of magic. “Here you go,” she said, setting Smartypants upright again. “We'll go slow for a while, so that you can get used to walking first.” She started walking with the scarecrow at a leisurely pace, keeping a thin strand of magic around the scarecrow's shoulders.

“That sounds good,” Smartypants replied.

An hour later, Rarity was beginning to wonder if she would ever see the Ruby City. They were able to pick up the pace, thankfully, when the hay-filled pony was able to get her silly limbs to work in a fashion resembling a walk.

“You make this look so easy,” Smartypants said, her brow folded in concentration. “I hope I’m not slowing you down too much.”

“Not at all,” Rarity lied, flipping her mane. “It's a nice day and I have no idea how far it is to the city. Besides,” she smiled, “I'm in good company and there's no rush to end that.”

The road wound around the low and gentle hills quite smoothly, until they came to the dark forest Rarity had seen from the ridge with Selene. The trees looked odd to Rarity, and on several occasions she almost asked Smartypants if she thought the same but then she remembered how little experience the scarecrow had. Instead, she pushed the strange trees from her mind and carried on a pleasant conversation with the inquisitive stuffed mare. She asked Rarity about everything that caught her button eye. In answering the scarecrow's questions, the white unicorn suddenly realized how much she knew and had taken for granted. The questions came farther and farther apart as the trees grew closer and closer together. Soon the road became narrower and rougher as the encroaching trees tried to break up the yellow bricks with their roots. Smartypants stumbled over the loose bricks and often fell into the many potholes that riddled the dusky road.

After fishing the poor thing from the fifth pothole, Rarity asked, “Why not avoid the holes, darling? You can go around them.”

“Oh,” replied Smartypants, “I hadn't thought of that.”

Rarity laughed and set her back on the ground. Smartypants did better about avoiding the holes, until they went around a bend in the growing darkness. The scarecrow was happily trotting along out front one moment, and then gone the next. Rarity gasped in alarm, running to the spot where her companion vanished.

“Smartypants?! Where are you?” She summoned a light to her horn, dispelling the grey murk and bathing the road in a pale light. Her magelight revealed a wide gully across the road, and the remains of a wooden bridge dangling over the edge to her left. She took a step back in surprise, her eyes still frantically searching for Smartypants. The trench wasn't very deep, but it was several sceptres wide. Light sparkled back at her from the bottom of the gully, shifting in a thin ribbon of water. “Smartypants!”

“Rarity,” she called from the gloom, “is this that falling that you were talking about earlier?”

The fashionista heaved a relieved sigh over the edge of the gully. “Yes, darling. That's what falling is.”

“I don't think I liked that.”

“Most ponies don't,” Rarity laughed. “Are you hurt, dear?”

“What's... hurt?”

“Um, let's put it another way... Is anything wrong? Can you get out of there by yourself?”

“I don't know... what's... wrong?”

“It's the opposite of right.”

“I thought that was left,” called a confused Smartypants.

“Well it's that too, but this is a different kind of right. That isn't important right now. Can you get out? Do I need to come get you?”

The soft rustling of hay whispered up to the top of the gully. “Um, the stuffing in one of my legs came out. There's a hole. I don't think I can get up.”

“Alright,” Rarity called, walking along the edge and looking for a way down, “hold on, I'll be right there.”

“Are there three kinds of right, then?”

Rarity chuckled to herself as she picked her way down the bank of the rift. “Don't worry about it, darling.”

The going wasn't easy, as attested by Opal's loud complaints at the shifting of the basket and Rarity's frustrated grunts. The light faded until night had well and truly fallen over the forest, by the time Rarity got to Smartypants. In the pale light of her spell, Rarity found the scarecrow lying on a patch of pebbles. She was a sorry sight. Her left hind leg had snagged on a dead branch, tearing down the seam, and dangled uselessly. Straw was strewn all over the wide creekbed, some small clumps slowly floating away in the lazy little stream.

“Oh dear! Does that hurt?” Rarity hurriedly started gathering the straw with quick bursts of magic.

“I can't use my leg without stuffing, if that is what you mean,” replied Smartypants as she intently watched the white unicorn use her magic.

“No, no, darling. Are you in pain? It definitely looks painful.”

“What's... pain?”

Rarity paused in gathering the wayward straw. “Hm. Pain... is the feeling you get when you're hurt.” She started gently stuffing the hay back into the scarecrow's leg.

After a few moments, Smartypants spoke up. “I don't think I can hurt this way. I see you eating and drinking, but I don't need to... Are there other kinds of hurting, Rarity?”

She should have expected this sort of question from the scarecrow, and in a way she had, but the task of answering it still surprised Rarity with its difficulty. The white unicorn stuffed the last of the hay into the torn leg, silently considering Smartypants’ question. From her saddle bags, she fished a needle and a spool of stout thread, the kind she used for joining major parts of a garment that would see a lot of wear and tear. In practiced and efficient manipulation of her magic, Rarity threaded the needle and began swiftly stitching up the leg. After the fourth stitch, she had an answer.

“There are other ways to hurt, dear. For instance, you can hurt somepony’s feelings.”

“Feelings? What are those?”

Two stitches.

“Well, feelings are things like happiness or sadness, uh, love or hate, hope or despair... you feel them when things happen, or when you see something, and when other ponies say and do things. For example, I was very happy when I met you and glad when you could show me the way to go.”

“Happy... sounds like a good thing. I made you feel happy?”

One stitch and a smile.

“Yes you did, dear.”

Three stitches.

“That must be how I feel, because I felt something change from when I was alone before. When I was alone I felt... sad, but when you came to my field I felt... happy, and that feeling never stopped....”

Rarity began the next phase of the repair with a double over-hoof and interlocking stitch to go down the rip again.

Five stitches.

“Rarity?”

One stitch.

“Yes, darling?”

Two stitches.

“Is sad a kind of hurting? What is the opposite of hurting?”

Three stitches.

“I suppose you can say that being sad hurts, yes. Healing is the opposite of hurting, it's what usually happens after you get hurt. Like right now, we can say that your leg got hurt and now that I'm stitching it up, it's healing.”

Three stitches.

“Friendship is healing,” Smartypants announced to the gully.

The announcement drew a light-hearted laugh from the fashionista as she put in the last stitch and closed off the line with a flourish. She ignored the feeling that she laughed only to avoid the alternative.

“There we are! Good as new.” Rarity admired her work for a moment then set the scarecrow back on her hooves. The good feelings only lasted until Rarity realized that she couldn't see anything beyond the small circle of her spell. “Oh dear, it got awfully dark didn't it? I can't see a thing, and I'm not very good with magic that doesn't involve sewing.”

Smartypants looked around then pointed with a stuffed hoof. “That looks like a way up over there.”

Rarity blinked at her. “You can see... in all this murk?”

The scarecrow shrugged. “I guess so. I thought you could too, but you need the sun to see, right?”

“Well, light helps, definitely.” Rarity moved toward the area that Smartypants indicated and sure enough, there was a narrow path leading back up to the road.

The climb back up was easy, but Rarity picked up Smartypants in a cloud of magic, not wanting to have her fall again. On the other side of the gully, the forest only seemed to thicken. The white unicorn pursed her lips, not savoring the prospect of 'roughing it'; she wasn't properly dressed for it, or equipped for that matter. She had left her tent at the boutique; one of many things she wasn't willing to haul who-knows-where.

“Smartypants,” she said, frowning at the forest.

“Yes, Rarity?”

“We should probably start looking for someplace to spend the night.”

“Okay... um, what does spend the night mean?”

Rarity laughed, causing Opal to poke her head out of the basket and glare at her. "It means to sleep somewhere. If we can, I would like to find some place inside to sleep. It's safer that way.”

“Oh, okay.” Smartypants spun around in a little circle, taking Rarity's suggestion as a literal command. “How about over there?” she asked, pointing just to the left of the road.

The fashionista tried to put more power into her light spell. It flickered for a moment then kicked out a few more lumens, widening her circle about a sceptre. The light, wavering in intensity but enough for her purposes, revealed an overgrown path of red cobblestones. “What's out there?”

“Looks like a house.”

“Hm, well let's see if anypony lives there, and if they have an extra bed.”

The house at the end of the path somewhat sullenly let Rarity's light illuminate its gray, worn face. Debris littered a small garden that had long ago surrendered to weeds. The shutters on the windows hung askew, hinges rusted and many of them broken. Dirt and dust caked the glass, suggesting the clouded eyes of an elderly face that had seen too much time pass. Terracotta peppered the walk and the garden, fallen from a stooping roof.

“Hm,” Smartypants said, tilting her head at the house, the big buttons of her eyes shifting back and forth. “It looks like nopony lives here.”

Rarity nodded. “I think you're right, so nopony won’t mind if we borrow it for tonight.”

She went up to the door, placing a hoof against it and pushing to see if it was still solid. It held up, hardly giving under her hoof, so she decided to try to open it. Her light dimmed as she shifted her focus to a strand of telekinesis, attaching it to the door's handle. A tentative tug proved insufficient to gain entry so she followed it up with three more resolute pulls. It didn't budge.

“It's locked... or stuck,” Rarity mumbled, stooping to study the rusted keyhole under the handle.

“Locked?”

“Yes, that means you need a key to open it.” Rarity stepped back, gesturing to the keyhole. “That is where the key goes, you turn it and the lock opens and that lets you open the door.” She pouted at the lock but it was impervious to her charms. “I wish I knew more spells...”

“What are keys made of?”

Rarity glanced at the scarecrow. She was looking at the ground under the window by the door. “Well, they are usually made of some kind of metal,” she replied, distracted by her efforts at picking the lock with a thin strand of magic.

“Is metal shiny and sort of like a light brown, like a dead leaf?”

The white unicorn raised an eyebrow. “Yes, that kind of metal is called brass.”

Smartypants stooped down and picked something up with her mouth, then turned and placed it on the porch of the house with a faint clink. “Is this a key?” she asked, tilting her head to the side.

Rarity lifted the tarnished key with magic, turning it slowly in front of them. “Why yes, yes it is. Hm, I am certainly glad you can see so well, darling. Who knows how long it would have taken me to open this door.” She inserted the key into the lock, it seemed to fit just fine. “Now, to see if it’s the right one.” Her light dimmed as she turned the key, exerting more and more pressure on it. The lock complained with dry rasping and screeches. With a dainty grunt from Rarity, the key snapped sideways and the lock released with a sharp tick. She let out a little giggle. “Good job, Smartypants, I don’t know what I would do without you.”

The scarecrow’s face folded into a smile. “I’m glad I could help.”

Creaking hinges announced their entry to the spacious foyer of the old house. Cobwebs shifted in the first breath of fresh air to have entered the house in ages, releasing little showers of grey dust. It coated everything in a thick blanket, muffling Rarity’s diamond hoofsteps. The light from her horn was all that illuminated the sleeping home, casting sharp shadows that bobbed as she walked. Neither she nor the scarecrow spoke. Silence had taken up residence here; they tried not to disturb it any more than was needful. They walked through a parlor furnished with richly adorned couches, the fabric faded and rotting in the dry air, mere shadows of what they once were. The inside of the house had an eerie feel to it, as if whoever had lived there left one day and fully intended to return.

A hat stand waited patiently in the corner, dutifully holding a knit scarf. A crystal glass and deep-bowled pipe sat on an end table next to one of the couches, awaiting their master’s return. The hearth in the parlor was set with logs, turning to dust from dry rot but still stacked in a hollow square, complete with kindling in the center. The floorboards creaked and cracked. The rest of the house settled and grumbled as if surprised to have guests so late.

A wide flight of stairs wound up to a second floor at the end of the foyer, but Rarity didn’t trust the old floorboards enough to venture upstairs. “I think we can rest here,” she said, walking over to one of the couches that looked to be in the best condition. A prod from her hoof summoned a puff of dust out of the old cushion. She wrinkled her nose at it. “Could use a bit of tidying up....” She gathered more magic to her horn and closed her eyes.

An azure arora rippled along the ridge of her horn as her light dimmed to an imitation of starlight. A ring, three lines deep, appeared under the white unicorn and began to grow. Where the aurora passed, dust and grime ceased to be. Smartypants danced over the line of magic as it radiated out from Rarity, watching its progress with fascination. The spell ran its course and light once again flooded the room.

“Ahh,” said Rarity as she surveyed the room, “much better.” Her saddle bags left her back and floated to the floor, lining themselves up in a neat array and opening their flaps. Opal disinterestedly watched as she and the basket floated to the end table. The latch on the basket released and the cat leapt out, immediately beginning to lick herself rough. Smartypants watched this display of magic curiously, trying to follow every movement. Rarity's sleeping roll unfurled itself on the floor, followed by a light blanket. The white unicorn considered one of the cushions on the old couch but shook her head at it. “I may be good with the housekeeping spells, but I don’t trust my skills to remove who knows how many years of dust,” she rattled off, settling herself on the bedroll with a dainty yawn.

Smartypants folded her brow at the expression but she saw Rarity’s drooping eyelids and resolved to ask who it was that knew all of those things Rarity always talked about, in the morning.

“You’re welcome to share my blanket, Smartypants,” the displaced unicorn offered without thinking.

“Oh that’s fine,” Smartypants replied, “I don’t need to sleep. What do you use blankets for?”

“Ah, right,” Rarity said, shifting on the pad and spreading out the blanket on her back. “Blankets are for keeping warm, darling. Well...” She forced a tired smile for the scarecrow, not knowing how to go on. “Um, good night... Are you sure you don’t need to rest?”

“Yes, it’s okay. I like watching the sky. Did you know the stars move? They move so slow, I almost didn’t notice, but I stared at them one night and I could see them moving.”

Rarity smiled, resting her head on her forehooves and letting her light wink out. “There are an awful lot of trees in this forest.” She sighed. “You might not get to see the sky here.”

“Oh. Well I’ll look out the window, I guess.”

“Mmmm?” the sleepy unicorn yawned, “and what will you do?”

“I’ll... think about some things...”

“Hmm, that sounds nice. Thank you, Smartypants.”

The fashionista couldn’t see it of course, but Smartypants tilted her head at her companion. “For what?”

“For being a good friend, I feel a lot better with you here,” she yawned again. “Good night.”

“Good night, Rarity.”

The scarecrow situated herself at the window. Of course, Rarity was right. The trees blocked out the sky save for little patches here and there. But even in those patches she could see countless stars. She thought about her day with Rarity, about how much she had learned in so short a time. The feelings confused her, though a great many things did. Opal, satisfied with her cleaning, pounced on Smartypants’ tail, flicking the strands of thick cloth to and fro. The stuffed pony paid her no mind, letting her musings wander. Soon the cat tired of her game, since Smartypants didn’t react to her, and she curled up in the space between the scarecrow’s forelegs, purring. The scarecrow idly ran a hoof along the cat’s back.

“Someday,” she whispered to the window, “I’ll know how to be a friend to everypony, just like Rarity.”

5. Rarity Rescues the Tin Woodmare

Sunlight streamed through the window with difficulty. The years of grime and dirt, neglect and weather made the glass a veritable category five rapid with the blinding glow it produced in lieu of a steady stream. It was to this crashing of light that Rarity awoke. She blinked her eyes at the glare, perhaps trying to catch with her eyelashes the fleeting images of her disturbing dreams.Where was her bed and boutique? Where was she? The room slowly came into focus, the grey-tinged blobs coalescing into the shapes of couches and tables. The white unicorn lifted her head, yawning and stretching her neck.

“Good Morning. Rarity.”

Her breath caught in her throat. “Oh! Good morning, Smartypants.”

“I hope you slept well,” said the scarecrow as she turned from the window.

“Did you sit there all night, darling?”

Smartypants nodded her head enthusiastically. “I don’t need to sleep. I thought instead.”

Rarity smiled and stood, letting the blanket slide to the floor, and shook herself in the early morning cool. “Well then, I hope you had a good, um... think.”

“Oh, I did. I think I found something too. It looks interesting. I watched it for most of the night, since the stars were hidden, and it didn’t move at all. I thought that was strange, because it looks like a pony, only I couldn’t tell what it was made of, so I don’t think it’s a pony, but now I think it’s made out of a metal. Metals are shiny, right, Rarity?”

The fashionista blinked at the torrent of words. “Well, most of the time, yes.”

“Does a thing that doesn’t move, but was made to look like it could move, have a name?”

Rarity paused in placing a silver bowl, full of food for Opal, on the floor and earned a hiss from the hungry cat. “I... have no idea what you’re saying, dear.”

“Look right there.” Smartypants got right up next to the glass, incidentally blocking Rarity’s view, such as it was. “See? It’s right over there, on that little hill,” she mumbled into the dirty panes.

Rarity set the bowl down before she came under attack from the hungry feline, and joined the scarecrow at the window. After a gentle nudge cleared the portal of canvas enthusiasm, she was able to see what looked like a pony rendered completely in silver. “Ah.. yes that would be called a statue.... It seems odd to put a statue in a dark forest like this...” she glanced at the room, “though it seems odd that somepony would build a house way out here too.”

Smartypants scrunched up her face. “But there are two things in the woods, a statue and a house. Doesn’t that make it even?”

Rarity chuckled as she rolled up her bed. “Yes, but that’s not what I meant. Odd also means that something can be strange or out of the ordinary.”

“Like a house falling from the sky?” Smartypants tilted her head to the side.

Rarity nodded. “Exactly, though that is more of something that doesn't happen most of the time. Strange things are... Well, most ponies like to live around other ponies, so it's out of the ordinary to build a house out here instead of in a town somewhere.”

“Oh, okay. Can we go look at the odd statue then?”

“Certainly, dear. Let me just gather my things.”

Smartypants was more than content to wait and watch as Rarity simultaneously breakfasted on bread with a bottle of Punchin punch and brushed out her mane. Rarity did her best to pretend that this was a normal morning, and that she didn't have a curious scarecrow watching her every move.

“What's it called when you make things move without touching them?” The scarecrow asked suddenly.

“Levitation, darling.” From the wrinkled brow and tilted head of her canvas companion, Rarity surmised that she didn't understand. “Magic. I'm using magic to make things move.”

Smartypants looked at Rarity's horn then at the floating objects and back. “Can I do magic?”

The brushing stopped for a moment. During that moment, Rarity was transported to another place and time that she could not see or hear, but she could feel. For reasons she couldn't fathom, the question, and its answer, saddened her deeply. “I... I don't know. When we get to Ep, I'll ask if you can and... well, we'll see what's what when we do.”

“Really?” Smartypants beamed. “I would like very much to learn it. Thank you Rarity, you would do that for me?”

“Of course, dear. That's what friends do; they help each other. Stars above, I know you have helped me a great deal. It's only fair that I return in kind.” The brush and other objects floated to her saddlebags, which placed themselves on the white unicorn's back. Opal attempted to slink away, but Rarity had been watching the cat from the corner of her eye and quickly scooped her up, complaints and all, and stuffed her into her basket. With everything situated and a last bemused glance at the room, Rarity turned to her stuffed friend. “Lead the way, Smartypants. Let's see this statue.”

Smartypants giggled and bounced with glee over to the front door. “It's right over there, see? Not far,” she informed Rarity as the door opened.

Indeed, not more than twenty sceptres from the house, stood a silver-grey shape of a pony next to a tree stump and the remains of a log that probably used to belong to the stump, but had since been claimed by the various plantlife nearby. The scarecrow skipped off to the statue, though it was unclear if the skipping were intentional. Rarity paused as she pulled the door to the house shut. There was more to this place, that much she could feel, but it made no sense to her. She took the key from her bag and locked the door, but didn’t know what to do with the key.

“C’mon Rarity!” The scarecrow called, waving her hoof. “This is really interesting!”

“Coming, dear!” she called back. With a concerned look around the immediate area, she bit her lip and slipped the key back into her saddlebag.

Rarity joined the scarecrow at the statue, but something about the way it stood made her question the inanimance of it. She circled around it slowly, taking in every detail, and there was no shortage to take in. The metal pony stood on three legs, one of its forelegs bent as if taking a step forward. It seemed to be made of all the same metal. It was in several pieces, held together with interlocking bits which would give a remarkable range of motion. The light colored metal had a dull cast to it, as if it had been exposed to the elements for a very long time. Runnells of rust and rough patches of oxidation marred the surface, but underneath the rust, dust, and dirt, Rarity could see delicate scrolls and fine filigree etched into the metal. The legs were quite curious. A series of cogs, wheels, springs, and levers fit together in a way that seemed impossible. Even the plates that protected parts of the gears and wheels were etched with flowing scrolls. A tail sprouted from the metal pony’s back made of the same grey metal, segmented along its length and etched to invoke the weave of a thick braid. The shoulders of this detailed metal pony flowed into the barrel almost seamlessly due to the overlapping and interlocking plates. Small openings on both showed what looked like sockets for a crank. The neck arched up and out, with thin, segmented sheets sprouting out of it along the ridge that were shaped to imitate a flowing mane. But most remarkable of all was its head. A beautiful face was turned to the sky with delicate ears pointing straight up. Rust trails followed the subtle shape of the cheeks from stunning eyes of emerald. The expression of this metal pony clutched at her heart. It was so full of emotion, so real, she thought she could see a glimmer of life in those gems. It looked to the sky as if surprised, but there were deeper casts to the face, as if sorrowful. It may have been the runnells of rust, making it look like the pony was perpetually crying. Or was it?

“I think it can move.”

Rarity jumped at Smartypants’ sudden declaration. “What makes you say that, dear?” She put a hoof to her heart, breathing deeply.

“All these pieces,” the scarecrow mused, leaning closer to the metal pony, “it looks like a lot of work for something that doesn’t move.”

Rarity raised an eyebrow at the metal pony. “Yes, I suppose. But if it could move before,” Rarity asked herself, “why isn’t it moving now?”

“Hey! What’s this? It wooks wike som’in impor-nt.” The scarecrow lifted her head so that Rarity could see what she had in her mouth. “I fink it bewongs to her. See?”

Rarity took the thing from Smartypants’ mouth, floating it in front of her for a better look. “Did you say, her?” she asked absentmindedly.

“Yes, I think she looks like a she. She’s very pretty.”

Rarity glanced at the metal pony. “Yes, she is.” Rarity studied Smartypants' find. On one end it had a flat piece that looked like it would be easy to grip with one’s hooves. This was connected perpendicular to a longer piece which ended at another ninety degree angle and was capped by a metal bit with six flat sides. It looked like a crank, the sort one would use with a grandfather clock. She eyed the metal pony's shoulder, and floated the crank over to the socket. It fit perfectly. “Hm,” she said, nodding to Smartypants, “you were right, it does belong to her. What do you think? Should we give it a turn?”

The scarecrow nodded, shaking the hay in her head.

Rarity took the crank by the handle with a cloud of blue magic and gave it a solid push. Nothing.

“Try again, Rarity,” Smartypants encouraged.

She gave the crank another good push. It turned only a hair with a loud screech of metal grating on itself. Rarity kept pushing, letting little lady-like grunts escape. She even grabbed the handle with her forehooves and leaned against it. The crank moved another hair but this time they could hear other clicks and creaks from the metal mare. She made quite a show, but most of it was real, about coaxing the crank to turn, making sure to release squeaks and protests at just the right times. Despite her adorable effort, she couldn’t convince the crank to turn any more. The white unicorn stopped, glancing at the scarecrow. “I don't know if this is going to work, everything is awfully rusted.”

Smartypants looked around, turning a full circle where she stood. “Ooo!” She exclaimed, trotting over to a nearby tree stump.

Rarity watched with a raised eyebrow as the stuffed pony came back with another metal artifact in her mouth.

She placed it on the ground in front of Rarity then turned her head to the side inquisitively. “Would this help?”

“How do you find these things so quickly?”

“I don't know,” she replied, shifting her eyes in one of her blinks.

“Well, this looks like just the thing to help.”

“What's it called?”

“This is an oil can, darling. It has oil in it, and that will loosen up the rust and let us turn the crank.”

“What’s a crank?”

“The other thing you found, what I was trying to turn.”

“Oooh, okay,” the scarecrow studied the crank for a second. Rarity waited for the inevitable question. “What does it do?”

“Well, I don’t know exactly, but I think this pony runs on springs, like a clock. She was probably out walking and forgot to give herself a wind so she stopped moving, just like a clock.”

“Ahhh.... What’s a clock?”

Rarity laughed and patted Smartypants on the cheek with a hoof. “You’re adorable, dear.”

“Thank you!”

Rarity had to jiggle the crank out of its socket, but a few dainty sounds of frustration seemed to persuade it. Two quick squirts of oil from the can were soon working their way into the dusty, rusty and delicate gears, cogs and wheels. Rarity never claimed to have any sort of affinity with machines and the like, but she figured another squirt or two, here and there, wouldn’t hurt. Smartypants followed the white unicorn around the metal pony, watching what the oil did as it soaked into the nooks and crannies.

“I think that ought to do it,” Rarity declared, flipping some strands of purple mane from her face.

“Do what?” The scarecrow gave the metal pony a few experimental prods.

“Loosen things up,” the fashionista said, floating the crank back to the socket. “Here goes...”

The first push yielded a single click, the second yielded more. The crank turned easier and easier the more it went around, clacking and clanking all the way. Rarity grew more and more concerned with every full turning. Other clicks sounded from elsewhere in the metal mare, as well as little dings like tiny tin bells. The crank began to slow, the spring getting to its full wind. The metal mare was definitely ticking now; the sharp snicks and chinks of countless moving parts filled the morning air. It was all very impressive, but nothing other than noise seemed to be happening. A few seconds of this passed as Rarity studied the metal mare’s shoulder.

“Rarity?” Smartypants murmured.

“Mmyes, darling,” Rarity said slowly, squinting at a spinning wheel just under the shoulder.

“Do you hear that?”

“What, dear?”

“Talking. I think she’s talking.”

Rarity furrowed her brow and studied the metal pony’s face. “Well,” she said, smiling at the scarecrow, “clocks tick and tock, but rarely talk. Are you sure you—”

“Um-hu-smmd.”

“What was that?” The fashionista whirled in around, earning her second hiss of the day from Opal.

“It was her,” Smartypants declared, walking up to the metal pony. “Say it again, go on.” She encouraged.

“Um-hu-smmd. Hm-crmnk.”

“Other side?” Smartypants interpreted. “Other side, is that right, erm, the left side?”

“Ymm-hm,” murmured the metal mare.

“Her left side? Do we need to oil it? Wait... She’s talking!” Rarity put a hoof to her chest.

“Yes she is,” Smartypants said proudly. “Now, what was that other part?”

“Hm-crmmk.”

“The crank? There’s something on the left side for the crank?”

Both the scarecrow and white unicorn leaned to the side. In the tin pony's left shoulder was another socket identical to the right.

Rarity floated the crank over and it fit snugly into place. “Well,” she mused to herself, “I don't suppose I should be surprised. I am traveling with a talking scarecrow, why not a talking clockwork pony?” She turned the crank to the chorus of clicks and dings, with the grateful mutterings of the metal mare providing a melody. This spring took a lot more turning, but eventually the crank stopped and the tin woodmare jerked to life.

“Oooh yeah... That's much better!” The tin mare exclaimed, putting her raised hoof down and slowly relaxing her neck. “Don't know how long I've been stuck like that. It was mighty lucky you two happened by this way, from what I remember, the house is quite aways ferm neh rerred... Mm, a lerl herp herr.” The metal pony gestured to her jaw, which had gotten stuck to one side.

“Oh... yes of course, dear,” The oil can zipped through the air in a cloud of magic to administer a helping of clear oil.

The tin mare worked her jaw up and down with a satisfied sigh. “Many thanks there. Beg your pardon, but, what would your name be, sugarcube?”

Rarity was momentarily lost in the sound of the metal mare's voice. It was surprisingly clear and melodic as if she spoke with the strings of a viola, deep and full. She blinked at the metal pony, finally rejoining her strange companions. “I’m sorry... what did you call me?”

“Uh,” the tin mare shot a glance at the scarecrow, who shrugged unhelpfully. “I called you ‘sugarcube’. Sorry but, you just seemed sweet and you’re white like one, so... I thought it was a bit nicer than calling you just Miss...”

“Rarity.” The white unicorn finished for her, forcing a smile.

“Rarity, well that’s a mighty pretty name. Can’t say I’ve heard its like before. So are you from the south then?” She asked, moving her legs around, testing her mobility.

“I’m uh, not from around here.”

“That’s right,” Smartypants chimed in, “Rarity fell right out of the sky, in a house.” She nodded proudly, having demonstrated her knowledge about something at last.

“Oh.” The tin pony raised an ornate eyebrow at the unicorn. “Well that sure is different. But, I’m glad all the same. Doesn’t matter to me how yah got here or where yah came from. If there’s anything I can do for yah, anything at all, please let me know. I don’t know how I can ever thank you for getting me out of that bind.”

“It—it was nothing, darling,” Rarity said smiling for real this time. “It was more of an accident anyway, and a happy one at that.” She couldn’t shake the feeling that this metal mare would look quite dashing in a good old Stetson. “If you don’t mind me asking,” she continued, pushing hats, and the substantial collection she had left behind, out of her mind, “how did you get stuck out here so far away from anywhere?”

The tin pony’s face clinked into a sober expression.

“You don’t have to say anything, dear. I was just curious.” Rarity said quickly.

“No, no,” the metal mare said, waving a hoof with a few squeaks. She eyed her hoof before putting it down and sighed. It sounded like a bow drawn across every string. “I think I ought to tell somepony.” She took a moment to look around.

Smartypants sat down patiently by Rarity and gazed intently at the metal mare. The white unicorn found herself waiting with bated breath, hoping to catch every bit of the story.

The metal mare turned back to her little audience with her eyes closed. “It all happened a long time ago, real long ago, by the looks of things. I wasn’t always around, but I’ve been here for a long, long time.” She opened her eyes, the light of the morning sun glinting in the soulful depths of the brilliant emeralds. “He was a good stallion,” the tin mare reflected softly.

“Who was?” Smartypants inquired, leaning forward.

The metal mare smiled. “A tinsmith, and a darn good one too; he made me, after all. He... he was special, and I guess everypony else knew that too. I remember ponies coming from far and wide, Triplings from the south, Whinnies from the west, Punchins from the east and Steeples to the north, they’d all come and ask after him.” Her smile faded. “He wasn’t happy when those other ponies would come. I didn’t understand at first, but he was pretty wealthy and influential. Those other ponies would pretend to be his friends, just to help themselves to his money and influence. I never cared about any of that stuff...” The tin pony gave a sorrowful look to the old house. “He would tell me how lonely he felt, even surrounded by other ponies. He was tired of being lonely, so he used his talent to make me. I was the last automaton he ever made, and he claimed I was the best.” She smiled at the memory, but her expression closed into sorrow once more. “He was the best at what he did, and he made sure to make me special, properly special. He was very proud, and rightly so. He told me every day how beautiful I was, how I was the best friend he ever had.... Then... then he would ask me if I loved him.... I could never answer.”

“Why not?” Smartypants asked in a small voice.

“It sounds like you cared deeply for him,” Rarity added.

The other mare grimaced. “That’s the thing, though isn’t it?” she said, closing her eyes. “The tinsmith made me completely out of tin, one metal, so I can’t lie.”

“Why would he do that?” Rarity asked, her eyes wide.

The tin mare shrugged. “That’s the only way I would be able to think for myself.  I’m not like the other machines he made. I’m my own pony, but pure metals stay true, no matter what...”

“I still don’t understand, darling,” Rarity stepped forward, putting  a hoof on the metal mare’s shoulder. “It sounds like you loved him, and he loved you, why couldn’t you tell him?”

“Well, I don’t have a heart, you see.” She tapped her chest with a hoof, causing a metal piece to swing out on cleverly hidden hinges that revealed hundreds of gears and wheels, levers and cogs, turning at different rates, ticking the seconds away. She closed the panel with another sigh. “You have to have a heart to love, and I knew I didn’t have one. I couldn’t love. But rather than say no, I never told him one way or the other. This went on for many years, how many I can’t recall. But every day, I wanted to say that I did. I wanted to see him happy... I wanted that more than anything in the world. Well, time went on. He got old, I stayed the same. He got sick, I cared for him. He died, I buried him.” With the creak of hinges out of practice, the metal mare’s head sagged toward the ground.

“Oh... oh dear,” Rarity said, at a loss as to what to do. “That’s... I’m sorry.”

The tin pony smiled. “It’s okay, Rarity,” she said kindly. “It happened a long time ago, and well, there’s not much I can do about it now... after he was gone, I didn’t quite know what to do with myself. I went back to work, cutting down trees, keepin’ the forest from running over the road.... I was mighty preoccupied, didn’t even notice the clouds moving in. Before I knew it, I was caught in a rainstorm. I had forgotten about my springs, I was so troubled, and by the time I got the crank out, well, I had already started to rust. Next thing I know, you two come around and save me.”

“What will you do now?” The scarecrow asked, shifting her weight even farther forward so that her hind legs lifted off of the ground precariously.

The tin pony took another look around, her gaze resting on the house for long while. “I don’t know,” lamented the strings. “It would take an army of me just to get those trees under control. No offence to any smiths out there, but there just won’t be another tinsmith like him.” She paused, flicking her tail, and shuffling her hooves. “It hurts too much to stay here...”

The words were so soft, the strings barely vibrating, that had Rarity not been paying as close attention as she had been, the forest would have stolen them away.

“We could be your friends!” Smartypants blurted out before Rarity could console the the metal mare.

The smile returned to the tin pony’s face. “That’s rather kind of you, but I don’t want to be a burden.”

Rarity took a quick step forward. “Nonsense, darling, you wouldn’t be a burden at all. It would be our pleasure to be your friends. But first, I think proper introductions are in order. I, as you know, am Rarity, and this is Smartypants. We’re on our way to the Ruby City, to see the Dragon.”

The metal mare’s ears perked forward. “The Dragon, eh? Well my name is... uh, you know, I don’t know if I had one.... If I did I plumb forgot it.”

“Don’t worry,” Smartypants exclaimed, putting a stuffed leg around the tin woodmare’s shoulders, “Rarity will give you a new name. She did for me, and I couldn’t be happier.”

“Really?” Emerald eyes searched out Rarity’s own sapphire.

“Well, of course. If you would like, I can give you a name... I suppose.”

“I would like that.”

“Very well then...” Rarity circled the metal pony, trying to make sense of the strange feelings that assailed her ever since she first saw the tin automaton. As with Smartypants, she felt that she should somehow know this pony. For all that both of them were talking, living, objects, she felt like she shared some kindred with them. They were important to her, and she couldn’t fathom why. “You cut down trees right? That’s your job?”

The tin pony shrugged. “I can do other things, but yeah, essentially. My hooves are sharp as axes, and I can buck harder and more precisely than any normal pony. Why, I could fell one of these big ol’ trees in less than a minute.”

“Hmm,” Rarity mused, putting a hoof under her chin. “I’ll call you... Lumberjack.”

The resulting smile on the metal mare’s face made her eyes sparkle in a most satisfactory way. “Lumberjack, I like it. Got a ring to it.”

“Haha! Lumberjack, are you going to come with us?” Smartypants blurted once again. “I would love it if you did,” the scarecrow sheepishly added.

“Well sure!” Lumberjack said, her viola happy as can be. “What’re you gonna do, well, when you go see the Dragon?”

“I’m going to see if he’ll give me a brain!” Smartypants exclaimed. “You know, I’m just a scarecrow, I don’t have any brains at all. When I do have some, I’ll learn so many things! It will be wonderful, right Rarity?”

“Certainly, dear.”

Lumberjack laughed, a bright and vigorous chord filling the air. “And what about you, Rarity? What will you ask the Dragon?”

“Well, I’ll be asking if he can help me get home.” A home that was getting harder and harder to remember, she added to herself. “What about you, Lumberjack? Are you going to ask him anything?”

“Me?” she asked, surprised. “Well, I... I would...” She frowned, metal pieces pivoting on her brow. “You think the Dragon can give me a heart?” the strings whispered.

“I think he can,” Rarity said gently. “If he's powerful enough to help me, and he can give Smartypants a brain, he most certainly can give you a heart.” The white unicorn pulled a soft kerchief from her saddlebags and put a smattering of oil on it. “Even if he can't, I would be happy to have you with us no matter what,” she said, wiping away the runnels of rust on Lumberjack's cheeks.

“Thank you,” she muttered to Rarity. “It would mean a lot to me. Even though he isn't here anymore, I'd like to be able to say that I could love him. Having a home is good, and brains are fine and dandy, but without a heart, not all the knowledge in the world would mean anything and a house is just a house,” she declared.

“It feels good make new friends!” Smartypants nuzzled up to Lumberjack.

“Heheh, it sure does. Should we get a move-on then? The Ruby City’s not gettin’ any closer with us standing here!”

The three new companions laughed together as they set off down the overrun road, singing a happy ditty that went something like:

“We’re off to see the Dragon

The Delightful Dragon of Ep

We hear he is a terrible beast

Famously from west to east

And of the city he would make a feast

But he won’t, he won’t, he won’t, he won’t

Because of the most Delightful part!

We’re off to see the Dragon,

The Delightful Dragon of Ep!”

In the attic of the abandoned house, a swirl of dust angrily forced its way through the holes around the little window. Had our trio been looking, they would have been startled at how pink it was.

6. The Cowardly Gryphon

Far to the west, in the lands said to have been flattened to make way for the setting sun, there was a single lonely crag. Upon this lonely crag stood a dark and imposing castle, made all the more imposing from how it loomed over the plains. Haphazard towers leaned over the grey stony butte so severely, that magic was all that held them up, and a supreme force of will in the stones that made them. This was the land of the Whinnies, a pleasant pony race that had the unfortunate condition of being green-coated with ultramarine stripes. Whinnies are a timid bunch, considering there are few places they could go and not stand out. They were quiet ponies who enjoyed simple things, but they had a curious affection for castles and masonry. Indeed, the small town that hugged the east side of the cragg looked less like a town and more like a clutch of castlings huddled around the mother castle. High in the tallest tower of the grand castle on the crag, a single window shone with the light of magic, and vibrated to the squeals of mischievous laughter.

“Ooo that was a good one, Shoots! Do it again!” said the small and deceptively sweet voice of a young filly.

Two other fillies giggled back.

“I've got another one set up in the market for tomorrow!” proclaimed an orange filly with a shock of maroon for a mane and a set of small wings on her back. She wasn't one of the Whinnies, of course. She was one of the Steeples from the north, and one of the youngest practicing Witches.

The other two youngest Witches in the land of Ep sat across from her on a lush red rug. One was a white filly with an unruly mane of pink, laced with darker strands of blue. She was one of the Triplings, who made their home in the south. A delicate, thin horn protruded from her forehead, alight with a faint aura. The third filly was the only Whinny in attendance and she happened to be the owner of the castle on the cragg. The castle had not always been dark and imposing, and the Whinnies had not always been so subdued. That all started when the Three Terrible Terrors had come to be.

“I bet that we can make it better before then though,” said the white filly, peering into the large crystal ball, supported by a stand of iron claws. The ball glowed with the same faint aura as her horn.

The orange Steeple fluttered her wings in anticipation. “How do yah figure, Sparks?”

“Ooo! I know!” the Whinny filly jumped up. “We could put three barrels on top of each other and break off the hoops on the bottom, not like, all the way, but just enough so that the juice splashes everypony  in the stall! It'll be priceless!”

“I like your thinkin', Boots,” Sparks said with a sly smile.

“Ooo, wait. Sparks, show us the corner of that street again. I've got an idea.”

Sparks raised an eyebrow at her friend. “What's in that crazy head of yours, Shoots?” she asked, a grin tugging at her lips as she changed the image in the ball.

The orange filly chuckled as she peered into the ball, then stuck out her tongue in concentration. The ball showed the corner of the street where a rope weaver's stall sat adjacent to a carpenter's shop. “They'll get splashed, right, then run this way, since the other’s a dead end... watch this.” She concentrated on the image again. A rope slithered like a snake out of the rope weaver's stall and over to the carpenter's shop. It wrapped around a length of wood that supported a bag of sawdust and shavings. The rope then tightened itself, rising up off of the road just enough that it would catch the hooves of a running pony.

“Ahaha! That's sneaky, Shoots. Remind me to never be on the receiving end of your pranks.” Boots said with another giggle.

The two other fillies joined her, but their mirth was cut short by the loud and obnoxious bray of a goat. “Uh-oh,” the three chimed in unison as the sound of wind chimes approached the door to their scrying room, “Auntie Pink.”

The door exploded inward and slammed into the wall with the sound of songbirds rather than the usual wood on stone. The Wicked Witch of the East, dubbed Auntie Pink by the three little fillies, stood on the side of the doorframe absolutely livid. Sparks let her spell drop, returning the crystal ball to a state of clear emptiness. Wind chimes once again sounded as the evil practitioner of the orient stepped from the doorframe to the wall inside the room. A smile of supreme mischief spread over her face like peanut butter over warm toast. "Hey girls," she said sweetly, an ear twitching, "I've got something better than messing with Whinnies all day."

The same smile spread over the three fillies' faces. "We're listening," Boots replied to a chorus of giggles.

“Is it getting darker, or is that just my imagination?” Rarity murmured to the trees. The eerie silence of the forest was disturbed only by the soft clink and whurr of Lumberjack's mechanics and their quiet conversation. As they walked farther from the abandoned cottage, the trees had become incredibly dense and the road increasingly rough.

“Eeyup, I'd say the trees are getting awfully friendly.” Lumberjack's gemstone eyes swept over the road, sparkling as they moved.

“What's wrong with that?” Smartypants quipped, jaunting along the road in her strange nearly-always-falling-on-her-face way. “I like friends, though I don't know how you would be able to be friends with a whole forest without hurting some trees' feelings.”

Lumberjack chuckled with Rarity. “That's not what I meant, hun. I was just saying how the trees are getting closer and closer together. Y'know,” the metal pony said, her expression falling slightly, “it used to be my job to make these trees keep their distance. This here is the Marching Forest, and it looks like it got a move-on while I was... stuck.”

“Marching Forest?” Rarity repeated, glancing uneasily at tall trees. “Do the trees actually move?”

Lumberjack shook her head, producing a soft squeaking as she did so. “The trees are pretty well rooted, y'know, just like any other. But this forest grows faster than any normal forest, and it doesn't grow out in all directions like you would think. Nah, this forest is headed someplace, and it wants to get there yesterday.” She nodded at the end of her utterance, tin mane clinking quietly in the gloom.

“If it wants to go somewhere so badly, why didn't you wait to build the road?” Smartypants asked, turning her head, and nearly tripping on a loose brick.

“Ah, well that's the thing, the Dragon told us to build it and this forest doesn't move all at once. There's a big ol' swath of trees from here to the Great Desert in a straight line pointed north-east, like somepony just took a big brush and painted all them trees there, with a ruler. The trees might grow faster than your average forest, but it still took it an awful long time to get this far, and it ain't gonna let a road stop it.”

Rarity considered the forest for a moment, she had a niggling feeling that she had been in a dark forest once before, one that didn't seem natural either. She couldn't pin it down so, in frustration, she decided to find out more about Ep. “Has the Dragon always been here?”

The tin mare turned from her intent study of the trees. “Oh, no. He's been here since before I was built but the tinsmith told me of a time when the Dragon wasn't here. He said it was awful. He was only a colt when the Dragon came, but he could remember. Back then, there was another ruler, the Ice Queen. Nopony knew where she came from or how long she'd been ruling, but they did know that things were getting worse. It was always cold, the winters were harsh, and the Queen grew colder every year. They said her heart had frozen solid, that she could feel no compassion, had no mercy and could never be pleased. She punished the ponies severely if they so much as looked at her, and she was always out wandering the land, looking for something. I don't know how they had the good fortune to have Ep come and save them, but the tinsmith believed that it was the Cardinal Witches, the ones who governed for the Queen, who called the Dragon from the Great Desert.”

“Cardinal Witches?” Smartypants whispered to herself. “Were there four of them?”

“Eeyup, one for each quarter of the Ice Queen's realm, one in each direction.”

“What about the Wicked Witch of the East?” Rarity asked.

“Wicked what-now?” Lumberjack asked with alarm.

Rarity bit her lip. “The Wicked Witch of the East? She's been terrorizing the poor little Punchins for some time now, as I understand. I sort of, defeated her, when my boutique fell on her head. Nopony was hurt,” she added hastily, “but Selene made it sound like this sort of thing has been going on for a long time.”

Lumberjack's face crinkled in consternation. “You got to talk to the Witch of the North? Wow.... Last I knew, Ventina was the Witch of the East... I must have been standing in that clearing longer than I thought...”

Rarity was in the midst of trying to find something to say that would cheer up the metal pony when Smartypants abruptly stumbled into her.

“Rarity...” The scarecrow's voice tremmored as she sat on the road where she fell, pointing a hoof at the trees. “There's something out there.”

Both the white unicorn and the metal pony scanned the forest with eyes darting around. Rarity listened for all she was worth, but she could only hear her own breathing and Lumberjack's gears. But then, she took in what she was actually seeing. The road was gone. She stiffened and drew in a sharp breath. “Lumberjack, do you know where the road went?” She tried to keep the panic from her question.

With the faint creaking of hinges, the tin mare looked down from her study of the dark branches overhead. “What do yah mean where the road...” She stared at the trees ahead, devoid of a road, a veritable arboreal wall. “...went... Well, this just grinds my gears is what it does. I worked awfully hard to clear this stretch of woodland, not to mention the lions.” She stamped a hoof into the forest litter.

Rarity gulped. “D-did you say, lions?”

Lumberjack nodded. “And tigers, and bears.”

“Oh my,” gasped Smartypants.

“Do... Do you think they’re still out there?” Rarity asked, taking a step back from the dark trees.

Lumberjack thought about it for a moment. “Probably not,” she conceded.

Rarity heaved a relieved sigh.

“They like a little more space. What we really need to worry about are the mobs of red squirrels, nasty little varmints. They kept trying to throw nuts and things into my gears.”

Rarity gave up a dainty little laugh. “Oh I don't think that'll be a problem, darling. A little magic could scare them off easily.”

“Did I mention the Whirligigs?”

Both Rarity and Smartypants knit their brows at the tin mare. “The what?” Rarity dared to ask.

“The Whirligigs,” she repeated, as if saying it again would jog memories that weren't there. After her friends graced her with blank looks, the metal pony continued. “They're big birds, love dark forests, like this one. They can't fly in straight lines, and they can be kinda stupid, but they love anything with bright colors.” She glanced at the branches again. “Especially if it's shiny. I lost quite a few of the tinsmith's bricklayers to those buzzards.”

“What did they do with them?” Smartypants asked, deeply intrigued.

“Well, like I said, they aren't too smart. They tried to pick up the bricklayers and fly off with them to their nests, but they would get tired and drop them somewhere... I don't know if any of them will be around though, they don't get along too well with gryphons.”

“All right,” Rarity said, tapping a hoof on the barren forest floor. "Worrying about the animals won't get us any closer to the Ruby City. Lumberjack, do you remember how the road went to the city?”

The tin mare raised a silvery eyebrow at the forest. “Golly, I wish I did. Everything looks so different now. If we could figure out which way is west, we could head that way and we'll get to the edge eventually.”

“Oo-oo!” Smartypants exclaimed, jumping up to her hooves. “I know what we can do!” She danced in place, her face wrinkled in an excited smile.

Rarity smiled at the scarecrow. “Okay, let's hear it.”

“Lumberjack, you're really good at chopping down trees, right?”

The metal pony nodded, confused.

“This tree right here,” the scarecrow ran over to a tree not far from where they stood, “is really tall, so we could see for a long ways if we got to the top right?”

“Yes,” Rarity answered slowly.

“We could have Lumberjack cut it down so that we can get on top of it, then we can see which way to go!” She finished in an excited rush and giggled to herself.

Lumberjack eyed the tree. “Why would I cut it down?”

“So that it's easier for us to get on top of it.”

“Yeah,” Lumberjack admitted, “but then the top is on the ground there, hun. We would be right back where we started.”

One of the scarecrow's ears flopped down as the turned and considered the tree. “Oh... I’m, new at this whole idea thing...”

Rarity stepped forward and gave the scarecrow an affectionate nudge and a smile. “That’s okay, dear. It was still a good idea.”

“It was?” Smartypants asked excitedly.

“Well instead of trying to get all three—” Opal let out a surly mewl, “—ahem, four of us to the top of the tree, we only need to get one. I think you would do really well, Smartypants. Lumberjack is just too heavy for me to lift all the way up there. No offence, Lumberjack.”

“None taken,” the metal mare replied with a smile.

The scarecrow thought for a moment, but then her ears perked up and her face folded into a wide smile. “I think that is a great idea, Rarity!”

In no time at all, the fashionista lifted the scarecrow easily to the top of the big old tree. Rarity and Lumberjack waited anxiously for Smartypants to orient herself. “What do you see up there, darling?” Rarity called to the rustling leaves above.

“Lots of trees!” Smartypants called back. “They go on for a long ways in every direction, but I can see the road, I think.”

“That's wonderful!” Rarity said, sharing a relieved glance with Lumberjack. “Will you be able to remember which way it is when I bring you back down?”

“Oh, sure! We just have to go towards the blue thing there.” Smartypants replied, her voice muffled slightly by the rustle of leaves in the wind.

“Blue thing?” Lumberjack asked, her strings resonating loudly.

“Yeah, it looks like an animal, maybe the one I saw earlier.” There was a pause, then some rustling of leaves. Rarity could see several branches shifting above. “Hello!” Smartypants called. “I'm Smartypants, what's your na—Waaa!”

A screech, loud and harsh, echoed through the forest, making the white unicorn's coat stand on end. “Smartypants?!”

The scarecrow appeared, falling through the branches of the tree, flailing her legs and exclaiming random syllables as she hit branch after branch. Her tail of tattered cloth snagged in the cleft of a lower bough, and with a loud series of pops in quick succession, the stitching gave out, depositing half of the poor scarecrow on the ground in a shower of hay.

The fashionista made to rescue the disassembled pony, but a large blue and tan blur descended from above, landing before her. Rarity gasped and took a step back. A gryphon! Ebony claws, protruding from golden-scaled forelegs and sharp as razors, dug mercilessly into the soft earth. Stunning light blue, nearly white, plumage covered the gryphon's head and chest, shimmering with her every movement. A sharp, yellow beak sneered at Rarity below brilliant rose eyes. Her wings were spread, intimidating with their size, tan feathers tipped in gold. She lashed a long tail with a bushy tuft of red fur side to side as she gazed coldly down at the ponies in front of her.

Rarity dared not to breathe, instead concentrating on swallowing her pounding heart.

The gryphon smiled, sniffing at them. “And exactly who do yah think you are,” she sneered, pinning Rarity to the spot with a single rose eye, “trespassing in my forest?!”

Rarity took another step back. “I-uh, we're just-ahaha... passing through?” she stammered, putting on a smile. She shot several glances at Lumberjack, but the metal pony wasn't moving at all.

“Yeah you were passing through,” the gryphon jeered. “Trespassing!” she shouted, jumping at Rarity.

The white unicorn reared up, letting out a whinny. The sudden movement jarred the basket on her back, aggravating the already cranky kitty inside. The clasp on the lid fell out of place, unleashing a white ball of fury on the forest. Opal catapulted from her wicker prison right into the gryphon's surprised face. The gryphon squawked, whipping her head around to dislodge the mewling feline. Opal finally released the gryphon, sailing through the air to land with inexplicable grace on a low branch. She flicked her tail and hissed at her most recent victim, who cowered under a wing.

“What is that thing?!” the gryphon wailed, stumbling back. She put a claw up to her cheek where a small gash marred her feathers. She winced at the scratch.

Opal alighted from the tree and casually started to stroll towards the gryphon. Upon seeing her assailant advancing, the gryphon let out another surprised squawk, scrambling away from the cat. “Hey, whoa! You stay away from me or-or I'll—gah!”

With another hiss, Opal lunged for the gryphon, the latter taking to the air and spouting hysterics. Rarity stood, dazed and confuzed, in the little clearing, watching her cat chase the fearsome gryphon around a bush. Why the gryphon didn't just fly away was a mystery but for every moment that the chase continued the more hysterical the gryphon became. It took the white unicorn only a few moments to pull her scrambled wits back together, but by the time she had done so, the gryphon was clinging on to a higher bough and attempting to fend off Opal with a stick.

“Get it away! Please! I'll do anything you ask, just save me!” the gryphon wailed.

“My, my. Such a fuss over a little cat,” Rarity mumbled as she scooped up the hissing cat in azure telekinesis. The gryphon watched from the safety of the branch as the cat disappeared back into her basket.

She heaved a grateful sigh when the lid snicked shut. “Figures,” she mumbled pitifully, jumping down from the branch. A claw went up to the scratch on her cheek, where trickled a bit of blood, staining her bright feathers. A tear joined it as the gryphon's shoulders began to shake. “Worthless, useless...” she mumbled, more tears flowing freely in diamond-like drops.

Her fear totally forgotten, Rarity approached the poor creature. “Can I help you, dear?”

“Go away,” the gryphon moaned, unfurling a wing and using it as a barrier to hide under.

“Are you sure?” Rarity asked, as she tried to gently nose the wing away.

A few sniffs and quiet sobs answered her. The wing stayed firmly in place.

“Uh, Rarity,” Smartypants called softly, “you still have more of that thread, right?”

“Y-yes, darling I'll be there in a moment...” She studied the gryphon a moment longer, but true to her word, she left the gryphon to console herself and went to the aid of the fallen scarecrow. It was a simple matter to gather up the hay and discarded limbs, so her mind was only partly occupied with the task.

“What is she?” the scarecrow asked innocently, her button eyes fixed on the gryphon's shuddering form.

Rarity interrupted her own spinning questions and spared a glance for the creature. “She's a gryphon, half lion, half eagle. If I'm remembering correctly,” she said, stuffing the last of the hay back into the scarecrow, “they are very proud creatures, fearless hunters, long-winded and short-tempered.”

“Ooohh,” Smartypants whispered. A few stitches went into her side as she studied the gryphon. “Why is she crying? Is she sad about something?”

Rarity grimaced. “You don't always have to be sad to cry, darling. Sometimes ponies—”

“And gryphons?”

Rarity nodded. “—and gryphons, will cry if their feelings are hurt.”

“I hope I didn't do that,” Smartypants said, looking up at Rarity.

The fashionista smiled at her. “No, Smartypants, I don't think that it was anything you did.”

“I think she could use a friend.”

“Yes,” Rarity said, tying off the thick black thread and closing off the stitching, “she could, but just stay here for now and let her calm down. I'm afraid that Opal scared her rather badly. I think I should see to Lumberjack...”

Smartypants sat up and started wiggling around to redistribute her stuffing. Rarity kept the gryphon in the corner of  her eye while crossing the clearing to the motionless tin mare. After a quick inspection, she decided that her springs must have gone out again. The crank came out of its little storage cubby on the tin mare's belly and turned in the socket easily. Lumberjack blinked. Rarity quickly wound the other spring so that the metal pony could talk.

“Thanks again, Rarity,” she said, taking a quick survey of the clearing. “I guess we didn't wind them springs up enough. Usually I can go for about five days without needin' a wind. Could you give it a few more goes on each one? I'd do it myself but I could do with a fresh wind, I think.”

Rarity wordlessly obliged, turning the crank until Lumberjack stopped her.

“Is everything alright, sugarcube?” Lumberjack’s strings whispered.

Rarity stowed the crank away. She wished that she could put away her troubling thoughts so easily. “Yes... yes everything is fine... I just, have to....” She left the words behind, trotting back to the gryphon in what felt like a muddled dream.

The gryphon still hid under her wing, but at least now she was no longer crying. Rarity could see the rose glint of her eyes watching from between her outstretched feathers. She should have been terrified of the gryphon. She should be running as fast as she could in the opposite direction. But no, she was walking up to an emotionally unstable gryphon.

“Are you all right?” Rarity found herself asking.

The gryphon grunted. “Why do you care?”

Rarity tisked at her. She had had just about enough of this silliness. She nosed the wing aside. “Because I do. Do I need a reason?”

The gryphon only stared back at her.

Magic strung up around Rarity’s horn. The gryphon tensed, sucked in a breath and held perfectly still. A single white kerchief floated from one of Rarity’s saddlebags along with a salve vial. Two drops went onto the cloth, and it gently cleaned the blood from the gryphon’s cheeks and relived the stinging from the scratch. The gryphon held her breath until Rarity took a few steps back, and even then, the white unicorn didn’t know if she was breathing.

“You... aren’t mad at me?” the gryphon whispered when the magic faded from Rarity’s horn.

The fashionista gave a little flip to her mane. “Why ever would I be cross with you, darling?”

The gryphon shrugged. “I dunno, maybe ‘cuz I scared you and then chased your demon around...”

“You startled us, yes, but from where I stood, Opal was doing the chasing.”

“That thing has a name?” The gryphon asked incredulously. She eyed the wicker basket warily.

“Yes and she’s not a demon, even if she can be a bit, unruly. She’s a cat, dear.” Rarity said, sitting at her ease across from the gryphon. Lumberjack joined her on her left, and Smartypants ambled over to sit on her right. “How about you? Do you have a name?”

“Pishaw,” the gryphon scoffed, “why would I need a name? Why would any gryphon need a name?”

“To tell you apart from each other?” Smartypants blurted out.

The gryphon sniffed and cast an annoyed look at the scarecrow. “That was rhetorical.”

“Re-wha—?”

“You weren’t supposed to answer,” the gryphon spat.

“Then, why’d you ask?”

The gryphon made a series of choking noises. “It doesn’t matter if I asked, you just weren’t supposed to answer. Okay? Sheesh, do you even have a brain?”

“No,” Smartypants stated matter-of-factly.

“Yeah well y—Really?”

Smartypants nodded, her floppy face making the act supremely silly.

“Whatever,” the gryphon grumbled.

“So I take it you don’t have a name, “ Rarity said.

The gryphon froze, her eyes snapping to the white unicorn.

Rarity raised an eyebrow. “What did the other gryphons call you?”

“Plenty of things,” the gryphon said under her breath, shying away from Rarity.

“Like what?” Lumberjack asked quietly.

The gryphon peered balefully at the tin mare from under her brow. “Like worthless, useless, scaredy-cat, good-for-nothin’, disgrace, pest, you name it. Anything... but gryphon.”

“Why would they do that?” Smartypants asked, disbelief rustling her hay and sorrow in her voice.

“‘Cuz... that’s what I am.” The gryphon glowered at the ground. “I’m afraid of everything, I can’t help it. I don’t know what’s wrong.” Her chest started to heave, she blinked back tears, but she did her best to keep talking. “I’ve tried everything, but even a mouse has more courage than me. They ran me out, kicked me out of the clan. They couldn’t stand the shame... a gryphon afraid of her own tail....”

“I don’t think you’re worthless,” Rarity began, but the gryphon shied back, hiding under her wing again. “Why do you do that?” the fashionista asked, exasperated.

“I—I’ve heard about you...” the gryphon whispered, “you’re the White Witch. You came from the sky, the stars dance for you. You defeated the Pink One.”

“How do you know all that?” Lumberjack interjected. “She’s only been here a few days.”

The gryphon risked a glower at the tin mare. “Word travels quickly in the forest, if you know where to listen. I’m always listening, so that I know where to run, where to hide. I haven’t lived this long on my own without knowing how to listen for threats.”

“Am I a threat?” Rarity asked.

The gryphon cowered. “Please don’t turn me into a hat!” she whined.

“Pupht, why would I do that, darling? That’s absolutely preposterous. I’m not going to hurt you, none of us are.”

“What about that crazy demon in your box?”

“Opal will behave herself. Won’t you, Opal?”

The cat grumbled in the basket.

Rarity stood and then nosed the gryphon’s wing away again. “I don’t think you’re worthless.” She told the gryphon point-blank.

“Why?” the gryphon squeaked back.

“Because you can show us how to get to the other side of the forest, and I would like you to come with us to the Ruby City. Does that sound nice?”

“B-but the Dragon lives there!” The gryphon’s eyes went wide as saucers. “He’s huge, and scaly, and has teeth bigger than my whole body, and he can crush diamonds with his jaws, and breathe fire! You’re crazy if you think I’ll get any closer than I am right now!”

“Yes, the Dragon lives there,” Rarity said gently, “but he’s the only one who can help me get home.”

“And he can give me a brain!” Smartypants exclaimed, bouncing where she stood.

“And he can give me a heart,” Lumberjack informed the gryphon calmly.

“He can do all that?” The gryphon took in a deep breath. “Do you think he could give me courage?”

“Sure he can, darling. We’ll go with you,” Rarity said smiling.

A ghost of a smile touched the gryphon’s severe beak. “I... guess it’s worth a try.”

“That’s the spirit!” Rarity tilted her head to the side, a sudden idea presenting itself. “Argent.” Rarity nodded perfunctorily. “That’s what I’ll call you, because of your beautiful feathers.”

“What?” The gryphon furrowed her brow.

“Your feathers remind me of silver, dear. Argent is another name for silver.”

“Argent....” She tried the word out.

“We could call you Argie,” Rarity offered.

“Haha!” sang Lumberjack’s strings. “Argie, I like that. It’s got a ring to it.”

7. Sojourn to the Great Ep

The Gryphon, now dubbed Argie, proved to be a lifesaver for the little band of travelers. She led Rarity and her companions due west, following the remains of the Yellowbrick Road. She would dive into the canopy every now and again, to make sure they didn't stray too far. The morning passed peacefully into the afternoon and soon the day would be spent. As the hours prolonged and they pushed farther into the dark woods, Argie began to fidget, her gaze flitting about the perpetual twilight. Her unease was contagious, and soon Rarity found herself peering into the shadows, certain that she had seen movement. The back of her neck seemed to itch, as if malevolent eyes rested on her from the trees. Finally, the silence was too much. The oppressive trees had stifled conversation far too long to suit the fashionista.

“So, Argie,” she began, forcing her eyes from the gloom around them. Her sudden words made the poor gryphon jump. “Sorry... Um, so, have you lived in the forest long? You said something about it earlier and I was just curious.” She tried to make it as casual as she could, trying to ignore the feeling that the forest was listening.

Argie didn’t look at her. She kept her eyes on the forest, never resting in any one place for long. “Three years,” she said curtly.

“Oh, that’s a while, isn’t it? I suppose you’ve gotten to know this forest pretty well. What made you pick this place to live?”

She glanced at the white unicorn for the first time since they resumed their journey. “I didn’t have much of a choice. I was exiled here. It could have been worse though.”

Rarity frowned at the forest floor. “I don’t know if I could think of anything worse than being exiled, honestly.”

The gryphon shrugged. “There are worse places, darker, more dangerous. Trust me, I’ve seen them.”

The white unicorn felt an odd combination of pity and annoyance with the gryphon. While she understood why she acted the way she did, she made conversation almost a chore.

“When the Dragon helps you,” Smartypants suddenly chimed in, “and you have courage like the other gryphons, you can go home, right?”

Argie sniffed. “I don’t need them,” she grumbled, scowling at the forest. “I’ve done just fine on my own so far haven’t I? Even with this forest and it’s dangers, I’ve been able to take care of myself.”

“Are you sure about that, hun?” Lumberjack asked. “You seem a bit on the scrawny side for a gryphon.”

The gryphon lashed her tail and rolled her eyes at the metal pony. “Let’s see you try to keep up with all the things that go bump in the dark,” she replied indignantly.

“And what sorts a’things would those be?” the tin mare asked placidly.

“Hmph,” the gryphon said, taking to the air and hovering in front of the traveling party. “Where do I start? Well, there’s the things on the ground first, like kobolds, treewumps, imps and hobgoblins. They’d take a bite out of you as soon as look at you. Then there’s the things in the air, like razorbeaks, and bugs, lithospores and wisps. I’ve heard that there are even some trees that can move. When you walk by they just scoop yah up and throw yah around. Worst of all the things on the ground though, are the bands of... red squirrels,” she uttered the last words dripping with venom and a distasteful twist to her beak. “But if none of them get you during the day, you can hardly sleep for the things that slip through the night.” She alighted to the ground, letting a shudder run through her. “I’ve been hearing about these things called Kaleidoghosts, like wisps, but worse. They come from moonlight that gets trapped by the trees. They can make you see things. If they get hungry, they can trick you into walking into a ditch or tanglevines by making it look like there aren’t any there. Then... when you’re trapped and you can’t run away...” The gryphon swallowed. “...they eat the light in your eyes and you go blind...” she whispered.

Rarity let a nervous laugh escape her and flee into the trees. “That seems rather far fetched, don't you think? I mean, moonlight getting trapped by trees hardly sounds possible.” She spared some extra glances for the trees as she started walking again.

“Well,” Smartypants mused, “I don't know, really, but the light comes from somewhere, and that means it has to go somewhere, right? And if it can't go to where it wants to go, I guess that would be frustrating for it.”

Argie nodded. “That's my thinking,” she said darkly.

The day advanced in silence again after that, the forest growing darker with every hour and furlong that passed. More than once, Rarity could have sworn she heard giggling in the darkness, the stifled twitters of mischievous entities. She didn't voice her concern that there might be something unpleasant walking with them, but she did stay closer to Lumberjack and Smartypants. Argie walked lightly through the tree litter, barely making a sound. If she heard the giggling, she didn't let on.

They stopped a few times, so that Rarity could let Opal out of the basket to stretch her legs and for herself and the gryphon to rest. As night began to fall in earnest, Argie scouted ahead to find somewhere safe to spend the hours to dawn. Rarity wasn't looking forward to spending the night out in the open but Argie had assured her that there were no settlements for miles and miles around.

The gryphon returned from her most recent foray in a shower of leaves. “Well, there's some good news and some bad news.”

“Let's do the good news first,” Smartypants offered.

“Yes, the good news if you would, Argie,” Rarity said wearily.

“Okay, the good news is that we are getting close to the edge of the forest. I bet we could reach it by noon tomorrow at our current pace.”

“Oh that's wonderful,” Rarity sighed with relief.

“So if that's the good news, what's the bad?” Lumberjack asked warily.

“The bad news is that there’s a ravine in the way. It goes for miles in either direction. I tried flying along it for a while and I couldn’t see any way across it.”

Rarity sighed again. It was rather amazing how many different ways one could sigh. “That is definitely a bother. Is there any way you could carry us across, Argie?”

The gryphon shook her head. “Where we are right now, the ravine is just too wide. I could get the scarecrow across, sure, but I would have to be twice as big as I am now to get you and the metal pony over.”

The white unicorn pursed her lips. “How far are we from it?”

“Three or four furlongs, I think. I did spot a hollow tree that we could use for shelter not far from here, that is, if you don’t mind a few bu—”

An eerie howl echoed through the trees, cutting off the gryphon’s words as cleanly as a razor through butter and freezing Rarity’s blood like a pond in the dead of winter. “What was that?!” the fashionista rasped.

“Sounded like a wolf to me,” Lumberjack said, scanning the trees. “I didn’t think any wolves lived out here.”

“That’s ‘cuz they don’t,” Argie whispered.

“What do we do?” Smartypants asked.

“Stay put for now,” the gryphon murmured. “You don’t just start running until you know where they’re hunting from. I’ve watched a pack of wolves run down a deer, they use confusion as much as anything.”

Another chilling howl split the air. It was hard to tell where it came from exactly, but it was definitely behind them, and definitely closer than the first.

The gryphon growled. “This would be so much easier if I was by myself.”

“You aren’t gonna leave us are you?” the tin mare’s strings asked harshly.

“No way. You’d never get away from them without me. The other gryphons may have ditched me but I’m not gonna ditch the only friends I’ve ever had.” She looked around, cocking her head to one side when another howl, a new one, drifted through the woods again. “Follow me, stay close. I think I know where they are.”

“What’s the plan?” Rarity whispered.

“Hide,” Argie whispered back.

A rustle of leaves was all the warning they had before a large, gnarled and misshapen creature burst from the underbrush at the edge of the ruined road. Green eyes glowed in the gloom, seeming to leak little tendrils of light like smoke. The soft creak of timber accompanied its strangely jerky movement as it approached the petrified party.

“Scratch that plan,” Argie said under her breath. “Run!” The gryphon suited her words and dashed into the trees, followed closely by her companions.

Rarity snatched up Smartypants in a cloud of blue magic and kept hard on the gryphon’s tail as she tore through the underbrush, leaving the broken road behind. She put the scarecrow on her back, hardly any addition of weight at all. “Hold on tight, Smartypants!”

The wooden wolf snarled, the sharp clacking of of its claws on the few remaining bricks of the road quickly giving way to the hollow thumps of its timber paws on the tree litter. Rarity tried her best to avoid brambles and bushes but their fearful dash left little room for maneuvering or error. Her mane and tail snagged and pulled on scraggly bushes and her coat was soon riddled with burrs. Lumberjack thundered through the forest behind her. She simply powered her way through obstacles, the fallen twigs and branches shorn in twain by her sharp hooves. Rarity could hear the wolf breathing behind them. How it could breathe at all was anypony’s guess, as far as she could tell, it was entirely made of wood.

“Its gaining on us!” Lumberjack warned. “Y’all keep runnin’ ahead. I can take care of it!”

“Lumberjack! Wait!” Rarity protested.

The tin mare ambled to a halt and was quickly left behind. She stepped to the side, so that she was behind a tree. Rarity glanced back just in time to see the wolf come around the bend. Lumberjack tilted forward, freeing her hind legs. The wolf cleared the tree. Tin legs shot out faster than Rarity could blink, striking the creature full in the chest, instantly dashing it to pieces. Rarity skidded to a halt, out of breath with strands of her usually well-behaved mane falling over her face.

Lumberjack sauntered up from the dashed pieces of the wooden wolf. “You alright there, Rarity?”

The fashionista waved a hoof. “Fine, fine, darling...” she huffed, “That was spectacular, Lumberjack. It would have had us for sure.”

“They don’t seem too tough, whatever they are.”

“You mean you don’t know what that was?” Smartypants asked from Rarity’s back.

The tin mare shook her head. “Never seen anything like it before. There’s some kinda magic at work here, that’s what I think anyway.”

“Do you think it’s the Wicked Witch of the East, Rarity?” the scarecrow suggested.

The white unicorn shook her head. “Wolves made of wood are definitely unexpected, but hardly random.” She had almost caught her breath by now, and with it, her thoughts. “Hmm, wooden wolves, timber... timberwolves. HA! It’s like a joke! A play on words! That’s too clever for the Pink One, too structured... no, this is the work of somepony else. I think I’ve seen this before though... it’s hard for me to put my hoof on it exactly, but there is something important about these timberwolves... something on the tip of my tongue...”

Argie appeared in the low branches of the tree next to them, a wild cast to her eyes. “Hey! What are you silly ponies doing!? We don’t have time for standing around and chatting it up!”

“It’s alright, Argie. Lumberjack took care of the timberwolf,” Rarity said, attempting to dislodge some of the burrs from her coat.

“She took care of one timberwolf or whatever, there’s still more of them out there, and they’re coming this way. C’mon! If we hurry I think we can hide in a cave nearby...” the gryphon trailed off, her beak falling open as she looked in the direction they had come.

“Argie? What is it?” The white unicorn turned to look.

A sickly green light flickered around the twigs and leaves that had made up the timberwolf. They twitched and clambered around, slowly pulling themselves together.

“Ah, yes, that’s what I couldn’t remember before. If you break a timberwolf, they can put themselves back together. How could I forget that?”

“Oh horsefeathers,” Argie muttered. “C’mon! Pick up your hooves! Let’s go!”

Nopony could argue with her. The shrouded forest was once again a blur of whipping branches and scraping bushes. Rarity’s second wind didn’t last very long. She jumped over thick roots and pushed through tangled brush. Her breaths came ragged and her throat stung.

“I... don’t know... how... much... farther I ca...”

“Keep up, Rarity, it’s not far!” Argie shouted back to her.

She was exhausted, hungry and aching, fear running through her veins rather than blood when the chilling howls of the timberwolves echoed through the trees. They were closer, and there were several of them.

Suddenly they broke into a clearing. Bright moonlight almost blinded the white unicorn as she stumbled to a halt, chest heaving and heart pounding fit to burst. She gulped great gasps, thankful for the cool night air. Before the little party yawned a chasm that descended into darkness black as pitch. The other side of the ravine was depressingly far away in the darkness. She didn’t have long to rest.

“Look out, Rarity!” Smartypants warned, pointing a stuffed hoof at the trees.

Rarity turned to see four timberwolves emerge from the treeline, great gobs of glowing green goop dripping from their grotesque maws. One loped towards her, its creaking, misshapen limbs eating the distance between them faster than she could believe. The white unicorn set her hooves and faced her attacker, magic flashing around her horn. The creature lunged for her. She let out a cry. Blue magic exploded from her horn, blasting the timberwolf to pieces. Rarity blinked at the gloom, the glare of her magic ruining her nightvision.

“Where are the other ones, Smartypants? I can’t see very well.” Shapes moved in the flat, cold light of the moon.

“There!” A stuffed hoof pointed to the left.

Rarity came to bear. Another set of timber jaws gaped. Magic flashed. Branches and twigs littered the ground. Again and again the timberwolves came, never tiring, but Rarity did.

“We need a way across!” the white unicorn panted after watching the first timberwolf she blasted put itself back together for the second time.

“I can’t fly you over!” Argie shouted, slashing at a group of three timberwolves near the edge of the ravine.

“Should we cut a tree down this time!?” Smartypants shouted over another blast of magic. “On your right, Rarity!”

“That’s perfect, Smartypants!” Lumberjack sang as she galloped off to a tall tree nearby. She bowled her way through another group of timberwolves, smashing them to bits without batting an eye. She balanced perfectly on her forehooves next to the massive trunk and began bucking at the tree. Chunks of wood flew from each impact, each strike precise and fluid.

“Hurry, Lumberjack!” Rarity could feel her strength nearly depleted. Her knees buckled. Her hind legs quivered with the effort of staying upright. Sweat dripped from her brow with droplets of molten light from her horn. She cast spell after spell at the scarecrow’s direction, but each subsequent blast came weaker and less focussed than the one before.

“Hold on, Rarity! Just a little longer! There!” Smartypants encouraged her, hugging her neck tighter.

“There’s... too many... of them!” the white unicorn huffed.

Two timberwolves made a dash at her from the side, seeing her slow and weaken. One snapped at her flank. Rarity struck out with her hoof. The timberwolf’s head flew off and into the ravine. The second rushed her. She lost her footing. The timberwolf snarled. Rarity lashed out with the last of her magic. She fell to the ground with the clatter of dry wood all around her, magic fading from her horn. Her head throbbed. She tried to summon the magic back. Her vision swam. More wolves advanced on her. Tears sprang into her eyes, tears of frustration, of fear. She tried to rise, muscles protesting, head splitting, heart pounding. She braced herself.

A screech tore through the air a moment before Argie swooped down, smashing the closest timberwolf beneath her. She spread her wings wide, letting out another terrible cry. The timberwolves focused on her. She launched herself at them, talons flashing. Rarity was in awe. The gryphon moved like a whirlwind in a mighty fury. Sticks, twigs and bark flew through the air as she dashed them against the rocks and slashed them with her claws.

The crack of weakened wood split the night like thunder. Rarity turned to see the massive tree groan and fall. Its topmost branches smashed into the ground, just barely on the other side of the ravine.

“C’mon! Hurry!” Lumberjack galloped to her side, lending Rarity a shoulder.

The white unicorn gladly accepted her help and struggled to her hooves. Lumberjack ran with her to the base of the tree, helping her up onto the log.

“You get across there, I’ll help Argie keep them back!”

“No!” growled the gryphon, smashing another timberwolf to pieces. “Get to the other side, push the tree into the ravine! I’ll hold them off! Go!”

Rarity didn’t have to be told twice. Walking across the crude bridge was nearly as terrifying as the timberwolves, but at least this she could do. With only a few heart-stopping slips and a few quiet words of encouragement from Smartypants, she made it to the other side. She took a few wild strides from the top of the tree to collapse in a patch of cool grass.

Lumberjack hopped down from the tree and started working on the top branches, cutting them with precise strikes of her forehooves. The tree shuddered and began to slide into the canyon. A scraping of leaves and branches like a sigh filled the night and the tree fell into the ravine. Echoes of its demise into the depths thundered up from the darkness.

Argie gave a last defiant screech to the timberwolves, taking to the air. She landed, rather heavily on the other side, near Rarity, huffing and puffing. Lumberjack wordlessly joined them in the grass. The timberwolves howled with rage, a few leaping at them only to fall, snarling into the ravine. There were perhaps a dozen left on the other side. Green light pulsed around them briefly, then the creatures fell apart. The green light evaporated into the air and soon all that was left was a littering of leaves and sticks, the only sign that the terrifying wolves had ever been.

“Well,” Rarity said, drawing in a deep breath. “That was certainly an adventure. I wouldn’t mind if I never had another.”

“Heh, yeah,” Argie panted. Her chest heaved in and out and her wings lay partially unfolded at her sides.

“Argie,” Rarity said, laying a hoof over one of the gryphon's claws, “that was very brave of you. You could have flown away and not had to worry about the wolves, but you didn’t. I don’t think I’d be here without you.”

The gryphon huffed. “Brave? That wasn’t brave. That was stupid. I’ve never been so scared in my life.”

“That’s what bravery is, dear. Facing your fears.”

Argie stubbornly shook her head. “No. If I want to be a real gryphon, I can’t be afraid of anything.”

Rarity let the matter go, she was exhausted and so was Argie; it wasn’t worth arguing at the moment. The little party made their way to the westward treeline. Argie found a little hollow, well protected on all sides and hidden in the lee of a hill. Rarity shared her dwindling supply of Punchin punch with Argie and Opal. She didn’t bother unpacking her saddlebags, too tired to perform even the simplest feats of magic. Rarity snuggled into the gryphon’s wing, draped over her for a blanket, and the three soon fell fast asleep, weary from the evening’s events. The scarecrow and the tin mare kept watch over them. As the white unicorn drifted off to the soothing rhythms of Argie’s breathing and Lumberjack’s clockwork, she had a difficult time remembering why she was going to the Ruby City.

8. The Lackadaisical Lily Field

“How in the hay,” said a little winged orange filly, kicking at some dried twigs, “did that fall apart so fast? We totally had ‘em.” She snapped another stick under a hoof.

“Maybe we just have to rethink this,” mused another filly, this one white and with a delicate horn on her forehead.

“Hmph,” scoffed a third filly, her coat bright green and sporting ultramarine stripes. “Nopony gets away from the Three Terrible Terrors so easy,” she said darkly, casting a contemptuous gaze over the deep ravine.

“Who says they got away?” the white filly said with a smirk. “We just need to come up with a new trap.”

“We could always use the Dogs,” said the green Whinny filly. “You still have a gem in the Bucket, Sparks. We could—”

“No way!” said the white filly accused of being Sparks. “I’m not gonna use my gem just for this, besides, Auntie said we just have to keep her from getting to Ep. I don’t trust the Dogs to do everything I say. They would screw it up, and that would make Auntie mad, and you don’t want to do that. Do yah, Boots?”

“Hm-uh,” the green filly, known as Boots, affirmed.

“There’s gotta be an easier way,” said the orange filly, tapping her chin with a hoof. “Auntie never said we had to make them go back to Punchin Land.”

“Hey, that’s a thing there, Shoots,” interjected Boots, beginning to pace. “We need a better trap, one that just stops them rather than turns them back.”

“Hmm, but what?” mused Sparks, perched atop a rock. “If we tangle them up in vines, the metal one will just cut them loose. If we try to put up a wall, the gryphon would fly them over. If we try to trick them with magic, the White Witch would break the spell.”

“What about the scarecrow?” asked Shoots.

“The scarecrow isn’t important,” said Boots dismissively, “she’s too stupid to figure anything out on her own. If we separate her from the others, she’s just a scarecrow.”

“Alright,” said Sparks with determination, “we need a new trap, something big.”

“Something that doesn’t look like a trap,” interjected Boots.

“Something that isn’t scary so they don’t run away,” added Shoots. “Even if the scary things are more fun.”

“A field of flowers is really big, and most ponies like flowers,” suggested Sparks.

“Hay yeah... I saw a big field of flowers between the edge of the forest and the city!” exclaimed Shoots, fluttering her wings.

“That’s perfect!” declared Boots.

“You girls thinkin’ what I’m thinkin’?” asked Sparks with a mischievous grin.

“You bet,” replied the other two in unison.

The moonshadows shifted and embraced the three fillies as they giggled at their nefarious plans. From one blink to the next, the fillies disappeared, leaving behind their malevolent mirth to echo in the dark.

Rarity awoke, and instantly wished she hadn’t. Her eyes were grainy and her legs were stiff. Without even needing a mirror she knew that her mane was a tangled mess. Twigs and mulch poked at her, making her itch. She worked her mouth and tongue, in a most unladylike fashion, attempting to dispel the feeling of it being stuffed with cotton. Bright sunshine filtered into the hollow from the green canopy, dappling the ground around her and making little starbursts in her weary eyes. She lifted her head, the act taking considerably more effort than usual.

“Mmmm,” she said, stretching, “Opal? Lumberjack? Argie?” A yawn interrupted her feeble roll call. She remembered to lift a hoof to her mouth, if a tad late. “Smartypants? Mmwhat time is it?”

“G’mornin’ there, Rarity,” came the soft tones of Lumberjack’s viola.

“Good morning, Rarity!” Smartypants greeted with a laugh. Opal was attempting to grab onto the scarecrow’s tasseled tail, but Smartypants pulled it out of the cat’s reach just in time, chuckling at the frantic batting of her white paws.

Rarity took a quick survey of the hollow. “Where’s Argie?” She stood, wincing at the cramps in her legs.

“She went to go find breakfast, I think. She’ll be back soon,” Smartypants replied absentmindedly, pulling her tail out of Opal’s reach yet again.

“Are you feeling all right there, sugarcube?” Lumberjack asked, the delicate metal plates of her face folding together.

Rarity smiled at her, azure magic springing up around her horn with only a small ache behind her eyes. “I’m a little sore, dear, but after a quick brush I’ll be right as rain.”

“How does rain go wrong?” Smartypants asked the sky.

“When it goes sideways,” quipped Lumberjack.

“It can do that?” The scarecrow turned her button eyes from the cat. Opal took the opportunity to latch onto the tail that had been eluding her.

“Sure it can, when it gets real bad.”

“Well, I hope I don't ever get to see the weather misbehave,” the scarecrow said fervently.

Rarity chuckled softly at their banter as she got out the last of her food: a hoofsworth of rolled oats, a heel of bread, and a few swallows of red Punchin punch. She decided to eat all of it.

“You sure you want to eat all that right now?” Lumberjack asked.

Rarity held up a hoof while she chewed then dabbed at her mouth with the cloth that had once held the heel of stale bread. “Yes, we have to be at least reasonably close to the city by now. Besides, if I get really hungry, I could always... graze, I suppose. It may not be all that dignified but drastic times and whatnot.” She quickly downed the last of the punch, stowing away the containers of her erstwhile foodstuffs. Her brushes came out of her bags next. She winced preemptively at the coming pulls and snags she was about to experience. With a deep breath and a determined set to her jaw, she set to work reconquering her mane.

She was halfway through the first hundred strokes, and proud that she had not actually shed any tears yet, when the gryphon returned. Argie flew low under the trees, deftly weaving her way around the living pillars.She landed silently on the cusp of the hollow, and gave Rarity a curious look.

The white unicorn paused in her assault on her unruly mane. “Good morning, Argie. Did you have a nice breakfast?”

The gryphon shrugged. “Sure.”

“That’s good.” Rarity continued, wincing at a knot.

Argie extended a wing and started preening out a few feathers.

The silence was not complete; Lumberjack’s springs and gears wurred and dinged, Opal purred at Smartypants’ attention and Rarity gasped and grunted as she endured pulls, knots and snags. Eventually, the fashionista called it good enough and started working on the burrs that were firmly lodged in her coat.

“Why do you do that?” Smartypants abruptly inquired.

“Do what, darling?”

“Brush your mane. It looks like it hurts.”

“Oh, well I want to look my best, don’t I? First impressions mean a lot and I don’t want to ask the Dragon for help looking like I had just been dragged in by the cat.”

“Haha,” giggled the scarecrow “I don’t think Opal can drag you anywhere.”

“You would be surprised,” Rarity replied with a giggle herself.

Argie finished preening and snapped her beak. “We’re near the edge of the forest,” she announced to nopony in particular.

“How far?” Lumberjack asked.

“Maybe a mile. The forest stops about four miles from the city, heh... it seems that even the Marching Forest is scared of Ep.” She tried to say it lightly, but Rarity saw a nervous flutter in her wings.

“Isn’t the land called Ep? How can a forest be afraid of the ground it grows on?” Smartypants asked, oblivious to Opal climbing up her leg.

“Ep is the name of the Dragon too,” Lumberjack explained. “When he saved the ponies from the Ice Queen, they named the land after him, after all, he did save it.”

Rarity quickly packed away her things. Even if she hadn’t gotten all of the burrs out, she would have time before seeing the Dragon. “Well, let’s get going then!” she declared, plucking Opal from Smartypants’ head and putting her in her basket. The feline poked her head out of the little hatch at the top and gave her a baleful glare. Rarity wasn’t perturbed; glaring was how the cat looked at everything.

Argie led the way back to a slightly less broken version of the Yellowbrick road. They walked at a slightly faster pace than the day before, now that the road was more manageable for Smartypants.The dense canopy started to disperse, the trees growing farther apart. Their trunks gradually got thinner and less gnarled and the sunlight enjoyed easier access to the ground. Rarity felt her mood getting lighter with the retreat of the dark forest. Smartypants ambled around the road as per her usual habit, asking about every bit of plant life she saw. Argie didn’t say much at first but Smartypants got her to open up a little when she started asking questions about gryphons that Rarity couldn’t provide answers for.

“No, we don’t make nests like birds...” Argie was explaining to the inquisitive scarecrow, “well, sort of, I mean, we use sticks and things to make a shelter but most of the time we use caves. Caves are safer, easier to defend and they don’t fall apart whenever the wind blows.”

“Oh, so you live in caves like bears?”

“No... well, yes, but it’s not the same ahh...” She screwed up her face, trying to find an explanation that would satisfy. “Okay, the difference is gryphons find caves that are on top of mountains and bears live in caves on the ground.”

Smartypants was about to assail the gryphon with more questions when the forest suddenly disappeared. She, Rarity and Lumberjack took several surprised strides in the sunshine before they noticed that Argie wasn’t with them.

Rarity turned to look behind and found the gryphon standing at the edge of the forest’s shadow. She trembled, staring wide-eyed at the vast expanse of earth and sky.

“What’s the matter, darling?” She went back to the shadow’s edge.

“I-I... I haven’t left the forest since I they...." she confessed, barely moving her beak. She gulped. "Out there... there’s nowhere to hide.” Argie avoided looking at Rarity. Her claws gripped the ground, ebony talons digging furrows in the dirt.

“It’s alright, Argie. There’s nothing to be afraid of, I’ll be with you the whole way, all of us will be. You don’t leave your friends behind.”

The gryphon glanced at the road where Lumberjack and Smartypants waited. The scarecrow beckoned enthusiastically with a stuffed hoof. Argie squeezed her eyes shut and took a deep breath. She forced herself to step forward. Rarity walked next to her. The gryphon let out her breath and squinted at the world.

“See, that wasn’t so bad,” Rarity cooed with a smile.

“Heheh, yeah, not too hard, I guess. Uh...” Argie put a claw behind her head in and ran it down the back of her neck. “Thanks,” she muttered.

“It’s what friends are for, dear.” She blinked at the phrase. Did she say it an awful lot?

Outside of the forest the land rose up in a small ridge, just tall enough that they couldn’t see beyond it. Tall grass rippled in the wind like a green sea to either side of the road out of sight. The uniform blanket was interrupted by a few short bushes and some brave copses of thin birch trees. Rarity was about to compliment the landscape when they topped the rise and her breath was stolen away by an astonished gasp. A sapphire sky held a few fluffy white clouds that dappled the land in wistful shadows. Below them the rolling hills were covered in flowers, swaying gently to and fro as if dancing a slow waltz in the wind. They were of every hue Rarity could name and a few more besides, their delicate petals shimmering as if made of glass.

“Oh my stars!” she exclaimed, rubbing at her eyes with one foreleg. “Why, I've never seen so many beautiful flowers in one place before.” She trotted down the hill to the field's edge, the flowers seemed to overflow onto the road, covering it entirely. They looked like lilies, if lilies grew out of crystal. Rarity was a pony who knew her gems, but this was simply astounding. She gave one an experimental poke and gasped again. It gave under her touch, just as a normal lily would; it wasn't stiff like crystal.

“That sure is somethin’” Lumberjack observed, “but I think you ought to look over there for a sight to see.” She pointed with a gleaming limb to the horizon.

Growing from the rolling hills of prismatic flowers was the City itself. Delicate spires and great domes rose gracefully into the sky, throwing the sunlight back against the clouds above. It shimmered with an otherworldly aura, sparkling as it were with the lights of countless stars attached to fanciful buildings.

“I... It’s... I can’t even describe...” Rarity spluttered.

Smartypants joined Rarity at the edge of the ocean of flowers. “I don’t know about these,” she said, suspiciously poking at one, “Why would they cover the road like this. It seems awfully strange to me.”

“They probably don’t use this road very often anymore,” Lumberjack said with a hint of annoyance. “Especially considerin’ how the rest of it looked. I’d imagine nopony’s been down that road in ages.”

“Well, what are we waiting for?” Rarity asked excitedly. Without waiting for an answer, she reared up and took off into the lilies, laughing as their leaves and the tall grass tickled her. The others soon followed in her wake, excited as she to finally reach their destination. Argie forgot herself enough to bound through the flowers with Rarity. Smartypants stumbled through the flowers but laughed as she tumbled down a hill with the other two. They danced with the swaying flowers until Rarity topped a particularly tall hill. She gazed out at the city and felt a sudden wave of weariness come over her. She swayed with the flowers, the horizon becoming blurry. She smiled at the thought of laying down to rest for a bit; the city was near, they could get to it anytime they wished.

“Whoah, sugarcube, are you feeling alright?” Lumberjack’s strings carried astonishment in their strokes. “Rarity? Really, you’re making me worried.”

The fashionista looked up. When had she fallen down? Did it matter? She was just so tired. “I’m fine Lumberjack... I jussneedarest, I think,” she slurred. Her head was just so heavy.

“Rarity?”

She felt a metal nose against her shoulder, but couldn’t be bothered to make it go away.

“Lumberjack!” Smartypants cried. “Something’s wrong with Argie, she fell asleep! I can’t get her to wake up!”

Rarity couldn’t understand all the fuss. It was a nice day. The sun was warm. The grass was soft. The breeze was cool. Why not take a short nap?

“Rarity too! Something’s not right with these flowers,” Lumberjack said darkly. “I think you were right, Smartypants, these aren’t natural. C’mere, help me get her up on my back. We’ll have to come ba—”

“Lumberjack?! Oh no not you too! Wait, wait, wait! Oh! I remember! Your springs, yeah! Hold on, Lumberjack, I’ll get you wound up.” The scarecrow fumbled with the compartment under the tin mare. She finally got it open and the crank fell out, striking her outstretched hoof and pulling her to the ground with it’s weight. “Oof! I don’t know how she carries this thing around.” She grunted and heaved with all her might, lifting the crank from the ground. Balancing as best as she could, she reared up on her wobbly hind legs. The crank slid into place. The scarecrow let out a cry of triumph. She pushed on the crank, it turned slightly, then stopped. “Oh no!” She pushed again, throwing everything she had into it. “No, no, no! Please, c’mon!” Smartypants let off of the crank, took a few steps back, then threw herself at it. Nothing.

“I can’t do it,” the scarecrow gasped. “Oooh, no this is bad! Bad! Bad! Bad! What do I do?” She ran over to where Rarity slumbered and shook her shoulders. “Rarity? Please wake up! I don’t know what to do! Rarity!” Her stuffed head jerked around the field. She ran to where the gryphon lay. “Argie! I need your help! Please, Argie.” She pulled at one of the gryphon’s wings, unfurling it and flapping it up and down, stirring the lilies around her, but not the gryphon herself.  With a sigh that bordered on a frustrated sob, she got up and ran around the top of the hill where her friends were trapped.

“C’mon, Smartypants! You can do this! You can find some way to help!” She kept teetering around the hill, trying desperately to think, even though she had no brain. “Oh! I could go to the City and ask for help!” she exclaimed, raising a hoof in triumph. It was quickly lowered, however, when something else occurred to her. “But if I leave them here all alone, something could happen to them. Ooooh I can’t leave them here! But, if I don’t get help soon, and they keep sleeping... Rarity needs to eat food, and so does Argie... If they don’t eat food then they’ll die! How long does it take to starve? Uuuugh! I have no idea! No! There’s a way out of this, there has to be!” She stopped abruptly, movement catching her attention.

Several lilies swayed against the breeze, jerking and bouncing as something small passed underneath them. The scarecrow watched, transfixed as the lilies seemed to dance in a line towards her. The disturbance advanced to the circle she had trampled into the grass and out popped a most curious creature. It had a long neck and bulbous sort of body beneath which two skinny legs sprouted, ending in little feet with three long toes. It was covered in purple feathers and blinked at the scarecrow with beady black eyes above a yellow, triangular beak. Atop its head were a few golden feathers standing straight up. The strange creature flapped little wings at its sides.

“Oh my,” it said.

“Hey! You can talk!” Smartypants blurted out.

“Oh, dear! Oh, me oh my. Off we go! Follow me, lads!” the creature yelled. It turned on one leg away from Smartypants and started running off into the field. Soon after it disappeared into the flowers, a line of more creatures just like it filed through the circle, only these were more brown in color and smaller of stature.

“Hey! Wait!” Smartypants called after the purple one with the golden feathers.

It poked its head up out of the lilies. “No time to talk!” it yelled “Very busy! Army to lead, war to fight! You know how it is!”

“No actually, I don’t. Wait!” she shouted back when it disappeared into the flowers again. With a last anguished glance at her poor friends, she ran after the little bird. She wasn’t sure, but she might have had an idea.

9. The King of Pheasants

“Wait, please! Stop running for just a moment!” Smartypants called after the little bird. She knew he was a bird of some kind; Rarity had taught her that most animals with wings and feathers were birds. “I just need to ask you a favor!” She ran behind the first bird, the one that spoke, and next to the long line of smaller birds. They moved their little feet so fast that she could hardly see them. As they ran, they chanted a little march in wordless syllables, keeping time one with another. They ran so close together and followed the trail of the purple one so exactly that they almost looked like a very long, very strange snake.

        “What, what?!” the lead bird said indignantly, not slowing a step in his march. “No favors to be given this day, interloper! There's a war that needs to be done! Good day!”

        “No! You don't understand! I really need your help, my friends are trapped but I can't leave them alone to find somepony to help them!” Smartypants finally caught up to the purple bird.

        “Have you any idea to whom you are addressing your drivel?!” indignantly proclaimed the bird with golden feathers on his head. “I am the King of Pheasants and you are inconveniencing my war!” He turned to shout behind him. “Men! See to this interloper, make sure she doesn't interfere further!”

A group of the smaller birds saluted with their little wings and broke off from the line, surrounding the hapless scarecrow.

“What's a war?” She couldn't help but ask.

The King slowed his march and finally stopped. The look of consternation he gave her would have made you think she told him the sky was red. “What is the meaning of this? Do you mean to say you know not what a war is?”

Smartypants shook her head.

The little bird-king ruffled his feathers. “A war is a thing that must be fought when another nation makes offence,” he said haughtily. “In all my days I have never met a pony who did not know this.”

“Oh,” said Smartypants, feeling somewhat embarrassed, “well, you see, I'm not a pony. I'm a scarecrow.”

The King shook his head and rubbed at his eyes with his purple wings. “Ah, so you are! How strange it is that you can speak, most do not, you know. Hmmm, but you can also move, ahh, this could be quite useful,” he mumbled to himself. He regarded her again, a shrewd look in his eye. “Tell me, scarecrow, what ails your friends. I shall hear of your plight, and in return for my help, you must do something for me.”

“Oh, thank you! Yes, I'll do anything you ask, if you can help my friends.”

“I shall do my best.”

“Okay, we were running through the field over there,” she pointed back to the other hill where Lumberjack's silvery form could still be seen, “and then all of a sudden, my friends Rarity and Argie got really tired and they fell asleep. It was very strange. Then my friend, Lumberjack, you can see her standing there, she said there was something wrong about the flowers and then her springs got all used up and she couldn't move anymore. I tried to wind her back up but I wasn't strong enough and I thought it was terrible. Oh, you have to help me wake them up. If they don't wake up, then they can't eat food and if they don't eat food they'll die!” The whole story spilled out of her in a rush that left the Pheasant King swaying where he stood.

He thought the matter over for a few moments, then called a few of his followers to him. They conversed in low voices too small for Smartypants to hear.

While they conversed, Smartypants anxiously danced from hoof to hoof where she stood, keeping a close watch on the hilltop just in case anything threatened her friends.

“Ahem,” coughed the King, “after conversing with my generals, I have decided that we can aid you. But before we can, you must help us first.”

“But I can't leave them! What if something scary comes and tries to hurt them?”

“Do not worry for your friends, they are quite safe. But we haven't much time if we are to help them. You see, we are marching to war with the Crows, a nasty flock that works for the Terrors from the west.”

“The Terrors?”

The King nodded sagely. “Yes, three Witches of mysterious power and black hearts. They have been here, causing all sorts of trouble. The Crows have taken our only nesting grounds, even though they don't need them. My spies tell me they did this on orders of the Witches, claiming that the place was payment for their work. We believe it may have been the Witches that have cursed your friends. If you help us scare the crows from our nests, we can help you save your friends. We shall deal those dreadful Witches two mighty blows at once and thwart whatever plans they may have had. What say you?” He held out one of his wings as if to shake her hoof.

Smartypants couldn't see any other way to help her friends, so she extended her hoof and shook on the deal.

“Excellent! Follow, scarecrow! To war!” declared the King of Pheasants, resuming his march, post haste.

The pheasant nests weren’t far away, especially at the speed the King’s army was going. Smartypants followed the King over several hills until they came to a copse of birch. Just before reaching it, they turned westward and gathered on the side of a small hill so that they were hidden from the little stand of trees.

Smartypants scrutinized the skinny birches, turning her head to the side. “This doesn’t look any different from the other trees,” she said flatly.

“Well, that is the point of it,” said the King with a flap of wings. “It is much easier to protect something your enemies cannot find.”

“So you have a lot of enemies?”

The King flapped his wings in front of his face. “Neither here nor there, my dear girl. Now to the task of the hour. General Bimbly, I liked your idea, let us have another hear.”

One of the other pheasants, this one with brown and gold feathers and a green neck, came forward and bowed, extending one wing to the side. “Thank you, your majesty. Ahem,” he said in a low voice. “We shall remain hidden on this side of the hill whilst his majesty advances boldly to the crest and taunts the crows most fiercely. And when the crows are sufficiently incensed—for they shall be—you, scarecrow, will jump forth. This should give them such a fright, going from rage to fear so quickly that they will panic and take wing. With any luck, they will remember this day and never return.” He finished his speech and bowed again, stepping back with the other generals of the King’s army.

“You see, simple,” the King said, turning back to Smartypants. “Now remember, you must stay hidden until the right time.”

“How will I know?”

In response the King turned to another pheasant standing next to Bimbly. “General Sidney, are our scouts in place?”

The one called Sidney nodded and gave a shallow bow. “Yes, your majesty.”

“Good,” said the king. “While I taunt the crows, our scouts will be watching for the time when all of them are focused on me. We must have them looking this way when you jump out so they all are frightened. Sidney with tell you when to jump.” He turned, regarding his army and Smartypants with supreme confidence and a smug grin on his face. “Yes this will definitely work. Are you ready, my dear?”

“Umhum,” Smartypants replied.

The King gave her a look, but turned to the crest of the hill and quickly ran to the summit. “I say! Wake up, you boneless buzzards!” he shouted as loud as pheasantly possible. “Come out of your stolen citadel, you mangy wastrels!”

“Oi!” came a harsh call from the trees. “‘Oo, are you callin’ buzzard, caw?”

“What is this? Too afraid to show your putrid faces? Are crows only brave when Witches tell them to be?”

Smartypants lowered her head to Bimbly. “Does he always talk so much?”

The general turned to her with a smile. “Do you always ask so many questions?”

“Well, yes.”

“Then yes,” Bimbly said, winking at her.

“Run along” sneered the voice from the trees, “it’s what you’re best at isn’ it, caw?!” a few more caws and cackles drifted from the trees.

“What would I run from?” the King demanded haughtily. “A few puny birds who play pets to ponies?”

“Wha’ do you know offit, caw?”

“I know you are too chicken to face me!”

“I’ve had jus’ ‘bout enough of you, caw!”

“Is that so, you slimy simpering windbag? Face me!”

“Now!” shouted Sidney.

Smartypants sprang forward just as a large crow came swooping down from the birch copse. He gave a low caw and flailed his wings, faltering in mid air. “IT MOVES!” he bellowed, frantically beating his wings. The trees exploded in black feathers and noise “Heaven help us!” some cawed, “Doomed, doomed! It moves!” others chanted. They scrambled to leave the stand of trees, running into each other and losing feathers that drifted in the currents of their frenzied retreat. It all took a matter of seconds before the crows were but a dark smudge in the distance.

“Haha! Off with you, carrion crows!” The King shouted after them, putting a wing up to his beak. He turned back to his assembled army and puffing out his chest he exclaimed, “Lads, the day is ours!”

The other pheasants erupted in a cacophony of calls going kok, kok, kok, koooo jumping in the air and flapping their wings. Smartypants laughed at the spectacle and clapped her hooves together. The celebration went on for a time, then the King spread his wings, waving for silence. The flock of happy birds quieted down, fixing their beady eyes on the King.

“This is a great day for us, but we could not have reclaimed our nests without the aid of our friend, the scarecrow. As she has helped us, so shall we help her. This task will be difficult, it will be dangerous, for we pit ourselves yet again against the wiles of the Terrible Terrors. But, will we cower before the magic of wicked Witches?!”

“Never!” the flock shouted back.

“Then follow! These Terrors shall know and respect, nay, fear, the Pheasants!”

The pheasants began again their strange call, lining up to follow the King who sped off down the hill with his generals in tow. Smartypants ran after him, wondering why they didn't fly. It didn't matter, however, for they were one hilltop away from the still forms of her friends in no time at all. The King called for a halt, then huddled with his generals yet again, but this time he gestured to Smartypants to join them. The scarecrow obliged, uncertain of what he thought she could add.

“Very well,” he said in a low voice, "what do we know of this magic? Scarecrow, tell us how they fell into this spell.”

“Well, like I said before, we were running through the field, happy to finally get to the city when all of sudden, Argie and Rarity got really tired and fell asleep.”

“Um, this 'Argie'...” said one of the generals, “which one one your friends is it?”

“Oh, she's the gryphon.”

“A gryphon?!” exclaimed another pheasant general. “Sire, if we wake up this gryphon, surely she will eat us all!”

“Oh, no, no, no,” interjected Smartypants, “she won't do that, she's a coward. Said so herself.”

“I don't—” the general tried to begin.

“We made a promise, General Nimbly, and we shall keep it,” interrupted General Bimbly. “If she says this gryphon is a coward and she will not eat us, then I believe her.”

General Nimbly shrugged but let the matter go.

“And the metal one, what ails her?” asked the general from before.

“Um, I don't really understand. Rarity said she's like a clock, she ticks and she tocks and she talks and she kicks. She has springs that let her move but I'm not strong enough to wind them up.”

The general who asked shrugged. “Fair enough.”

“Hmm, this is quite the puzzle,” mused the King. He looked at Smartypants. “Tell us about the one called Rarity.”

The scarecrow thought for a moment. “Rarity is my friend. She found me while on the road and has taught me a lot. She fell from the sky in a house and a defeated the Wicked Witch of the East. She can do magic and is very kind. I would be very sad if anything happened to her.”

General Bimbly stared at her. “Did you say... she fell from the sky in a house?”

Smartypants nodded. “Um-hm, odd isn’t it?”

“Odd?” replied General Nimbly, giving his head a quick shake. “It’s brilliant.”

“So if I am to understand correctly,” the King said slowly, apparently ignoring everyone else, “your friend, Rarity, is the White Witch?”

“Yes,” the scarecrow said slowly. “That’s strange, Argie said the same thing. How come you know who she is before she gets here?”

The King chuckled. “Word travels faster than any creature, my dear. What she did might just be the single most important thing to have happened since the Dragon himself returned.”

“Returned? You mean he came back? Where did he go? I thought he was always here.”

“Not important, I’m afraid, my dear. Now we truly must help your friend if there is to be any hope for us. What do you think, Quimby? You have always had a mind for magic,” the King said to the General who had asked all the questions.

“Hm, well,” General Quimby said, beginning to pace. Four steps one way, then four steps back in a little circle. “From what the scarecrow says, I think it is possible, my lord, that the Terrible Terrors used their strange powers to augment the scent of the lilies. Would you agree, scarecrow.”

Smartypants shook her head slightly. “I don’t know what half of the words you said mean,” she replied, abashed. “I don’t know very much...”

“Oh, well, in other words, these are called Lackadaisical Lilies. They have a sweet scent  that, to those unused to it such as us, can cause you to become sleepy. Most of the time it is only temporary and not ever enough to make someone sleep. The ponies from the city used to enjoy coming to the field to relax, but now fear of the Wicked Witches keeps them behind their gleaming walls. Now, because you and the metal pony don’t need to breathe, you were not affected. All we need to do is get them out of the lilies and your friends will wake up, for if they can no longer breathe in the scent of the flowers, the spell will be broken. Or at least, I hope.” The pheasant stopped, right where he started pacing, gave a quick bow, then stepped back join the others.

“Excellent, Quimby, excellent,” the King said jovially. “Any ideas on how to go about moving them?”

The pheasants were quiet for a few moments, each moment seeming to last far too long for Smartypants. She looked out at the other hilltop, wondering how much time they had to save them.

“Perhaps,” Sidney suddenly blurted out, “we can wake up the gryphon, and she could fly up above the flowers and carry the White Witch with her. Then she can use her magic to wind up the metal pony.”

Smartypants scrunched up her face. “I don’t think that will work.”

“Why not?” asked Bimbly.

“Well, Argie can fly but she can’t carry Rarity.”

“Hm,” said Quimby stroking his chin with a wing, “I believe she is right. From what I can see from here, the gryphon is a rather scrawny one.”

“Well, we certainly cannot carry either of them,” said Nimbly.

“Indeed we cannot,” agreed Quimby. “But perhaps the enchantment only ecncompases that particular hill. Together, we might be able to carry one of them from the hill, far enough away from the flower’s scent to rouse them.”

“Ah, I see what you are saying, Quimby,” the King said, nodding his head. “Smartypants, which of your friends are most important, do you think?”

“Most important?” the scarecrow repeated doubtfully. “They’re all important to me.”

“Well of course, my dear,” the King replied bowing his head a little. “I suppose I should rephrase that. Which of them do you think will be the best to wake up first.”

“Oh,” Smartypants tried to reason it through, sticking out her cloth tongue to one side. “I guess... Rarity would be best. She’ll know what to do.”

“Very well, it’s settled then,” the King declared. “Nimbly, Bimbly I want you to organize the carriage of Rarity. We shall move her to the next hill over, towards the city. Sidney, Quimby, you will take those not required for the carriage and keep watch for the Terrors, though I doubt they would dare show their faces this close to Ep’s citadel.”

“Yes, Sire,” the generals said together and bowed. Each pair sped off to the waiting pheasants, calling out orders and names.

Soon the hilltop was alive with activity as pheasants ran off to designated lookouts and gathered in the little valley between the two hills. Smartypants stood next to the King, watching his army organize itself. Or rather, she tried to stand next to him. She bounced anxiously from hoof to hoof.

“Um,” she said, glancing from all of the activity to the King and back, “is there anything I can do to help?”

“No, no,” the King said with a smile. “Relax, my dear. Your friends are fortunate in having a friend in you, as am I. They are in capable wings,” The King assured her as a small mob of pheasants shuffled over to Rarity’s sleeping form.

The birds milled about for a moment or two, trying to decide how best to attempt their feat. Nimbly and Bimbly were quite the pair though, for they quickly organized their pheasants into an orderly team. They started by circling the white unicorn and lifting her limbs, this made way for others to crowd in and start lifting the rest of her. They held her up for the next group to move in, then worked their way underneath the sleeping pony until she rested on a living mattress of fowl. Nimbly stood behind the group while Bimbly stayed in the front. The two generals called out left and right respectively and in an alternating pattern, coordinating the movements of their group so as not to have them stumble. It was a slow and laborious process but they made remarkable progress in a very short amount of time. Going up the next hill was a nerve-wracking spectacle, but after careful effort, the pheasants deposited the unconscious unicorn on the hilltop.

Smartypants rushed over, tripping only once, and knelt at Rarity’s head. “Rarity?” she asked quietly, tapping the other mare on the shoulder. “Rarity, can you hear me?” The scarecrow shook the unicorn’s shoulder a little more vigorously. She tried to think of something that would get her attention. “Rarity... you, um, fell in a puddle of mud, and... there’s dirt all over you!” she finished loudly into Rarity’s ear.

The fashionista’s eyes shot open and she lifted from the ground as if she had wings, releasing a shrill cry of the utmost horror. “EEEEEE! No! Not my beautiful coat! Get it off! Get it off!!!”

The pheasants cleared the hilltop in a babbling chorus of startled calls.

Rarity checked herself over quickly, and not finding any mud to speak of, turned her bleary eyes to the other occupants of the hill. She blinked at the assembled pheasants, who blinked back at her. “Oh... hello,” she said sheepishly.

Before she had a chance to say anything else, Smartypants had wrapped herself around the white unicorn’s neck. “Oh thank goodness you woke up!” she exclaimed, rocking side to side. “I was so worried! I had no idea what to do! Oh but you’re awake and that means you won’t starve to death, which is really good, because I would be really sad if that happened to you.” She snuggled into Rarity even tighter.

The white unicorn laughed, then swayed, and resolved not to laugh for a while. “That’s wonderful, darling,” she said once the hill stopped spinning. “I would be rather sad if that happened too, I’m sure. Now, can you let go of me dear, and tell me what happened?”

“Oh, yes,” the scarecrow said, releasing Rarity and flopping to the ground. “Well, you were running through the flowers and so was Argie, and then all of a sudden you got really tired and you fell asleep. Lumberjack was about to pick you up when her springs ran out of spring, so I tried to wind her up, like you did, but I wasn't strong enough to do it. At first I was going to try and get to the City by myself to get help, but then I thought that if something happened, there would be nopony to help you, so I stayed with you, but then I saw the pheasants run by and I asked them for help. I helped the pheasants get their nests back and then the King, who is very nice, came here to help you, so they picked you up and carried you over here because Quimby, who is very smart, thought that there was some sort of spell on the flowers, called lackaldalies... lili-fillies... lackadaisies... a long word, and they made you tired so you fell asleep, but they’re used to it so they didn’t fall asleep, which was very brave of them, and then I tried to wake you up so I told you you fell in some mud.” The entire speech fell out of the scarecrow’s mouth in a torrent. All the while, she gestured with her hooves, nearly falling on several occasions. Once she was finished, she stood beaming at Rarity, patiently waiting for her to solve the rest of their problem.

The white pony took a few moments to sort through the rapid events relayed by her enthusiastic friend. “All right,” she said slowly, “now what?”

“Ahem,” the King politely interrupted. “We were hoping that this was where you would come in, Miss Rarity.” The regal bird stepped forward and bowed to her. “I am the King of the Pheasants and am most pleased to make your acquaintance.”

“Oh, why thank you, your highness. The pleasure is all mine,” Rarity returned generously. “So, what is the plan, your majesty?”

“Oh no plan of mine, Great Rarity. But it appears that our dear friend here has left out a parcel of information you should know about. Quimby, would you be so kind as to inform the White Witch about our mutual foes?”

“Oh yes, of course, your majesty,” Quimby scrambled forward and gave Rarity a hasty bow. “Much obliged, Great Rarity. Ahem, well, it is my understanding that the Three Terrible Terrors are being especially active. The Terrors are three young Witches who rule over the West, under the tutelage of the Wicked Witch of the East, I have heard. In any case, they put a spell on that particular patch of lilies to make them extra potent. Normally the Lackadaisical Lilies do little more than make one very relaxed and in some cases light headed and a tad tipsy, but I digress.” The little bird cleared his throat again and shuffled his wings self-consciously. “I believe you can break their spell and release your gryphon friend from it.” The general bowed again and stepped back.

"Oh, well I suppose I could do that..." the fashionista said airily, trying to focus on the other hill. She could tell that there was something different about that patch of flowers. A tendril of clumsy telekinesis fiddled with a few of them but there was little she could actually do. “Hm, I wish I knew more spells...” she mumbled. Eventually, she gave up trying to undo the spell and resolved instead to pick up Argie in a cloud of azure magic. A soft chorus of “ooo”s drifted from the pheasants as the gryphon rose from the ground and floated over to the other hill. Rarity strained under the gryphon’s weight, which wasn’t too terribly much but it was definitely more than what she was used to. She tried to keep Argie close to the ground, just in case she dropped her, so when she finally got the gryphon to the other hilltop it was only a soft thump.

The jarring movement woke her immediately. “Huh-Wah!?” Argie sprang to her feet and spun in a quick circle that she instantly regretted. sitting heavily and with a claw to her head, the gryphon squinted at the hilltop. “What... happened? What are those?”

She had scarcely finished her questions when she was tackled by an overjoyed Smartypants. “Ooooo! I’m glad you’re awake, Argie!”

“Huh... yeah,” mumbled the groggie gryphon, “me too.”

“Well, I must say that was impressive,” muttered Sidney to his fellow generals, who nodded in agreement.

“Pheasants,” Argie said flatly around the scarecrow’s full-body hug, “plegh.”

With a soft sigh, Rarity sent another tendril of magic over to the crank that still protruded from Lumberjack’s shoulder. She wound the spring and then the next as quickly as she could and closed her eyes against the slow turning of the hill. “Is there somewhere around here that doesn’t have flowers?” she asked, putting a hoof to her head.

Lumberjack looked around. “Oh, dagnab-it! There’s gotta be something wrong with my springs,” the tin mare said as she joined the others. “You all right there?”

“Oh yes, fine, darling,” Rarity replied, tucking a few stray strands of her mane away. She turned to the King and gave him a small curtsy. “Thank you, your majesty. I don’t know what we could have done to get out of that mess without you and your... pheasants.”

“Oh ‘twas no trouble at all my Lady Rarity. Besides it was your friend the scarecrow who advised us and aided my nation greatly, we should be thanking you, my dear.” He bowed again, the other pheasants following his lead.

The flowers made her head feel fuzzy, but a thought skittered across the surface. “My, my, Smartypants. You’re rather good at this adventuring thing aren’t you?”

Smartypants shrugged her shoulders. “I like helping my friends,” she said simply.

Rarity smiled as she and her friends left the hilltop in search of the road. It was strange to see Smartypants progress so quickly, but she was more than happy for her. Her smile dampened slightly; why did she feel so overshadowed?

High in a lone elm tree, three fillies glared at the group that left the hilltop.

“How did that happen?” Shoots asked, throwing her hoof out in front of her.

“That stupid scarecrow is too lucky for her own good,” grumbled Boots.

“Now what?” Sparks said to the leaves above. “We can’t do anything this close to the city! Ep would see us for sure, and then we would be in big trouble.” the other two fillies nodded in agreement.

“Oh, I don’t know about that,” said a knot on the trunk.

The three little Witches jumped at the sound. “Holy cow, Auntie!” Shoots exclaimed, hovering above the branch with her little wings, her hooves extended at the talking knot. “You just about gave us a heart atta—?”

Into her hooves from higher in the tree, fell a broomstick that Boots instantly recognized as being the one that collected dust in her closet. It was a rather impressive collection, to be honest, and she was astonished that Auntie managed to separate the broom from it.

“Good catch, Shoots,” snickered the knot. “The game’s not over yet. Have fun, I know you’ll come up with something good to do with that.”

The three stared at the broomstick in Shoots’ hooves for a moment.

Sparks shrugged, “I got nothin’”

“Me neither,” mumbled Boots.

“What’re you smiling at, Shoots?” Sparks asked, raising an eyebrow at the orange Steeple.

“Hehe, I’ve got an idea...”

10. The Protector of the Portal

“That was weird,” Argie mumbled, as she and Rarity stumbled down the last of several hills to the Yellowbrick Road.

Rarity had to agree, but she kept her roiling emotions to herself. Most of her discomfort and fuzzy head were due to the flowers, she hoped, but she was finding it increasingly difficult to justify all the traveling over the past few days. As far as she could tell, the only benefit lay in meeting such wonderful new friends. For the life of her though, she couldn’t come up with a good reason to have left the Punchins.

“And this is where we must part ways, my Lady Rarity,” the King of the Pheasants said with another bow. “I hope fortune smiles upon you and your quest to return home.”

“Thank you, your majesty,” Rarity said, nodding to the purple bird.

The entourage of brightly plumed pheasants swiftly made their way back into the meadow of somnorific scents and they were left on the road to Ep once again. After a few minutes of walking in the clear air, Rarity’s thoughts were considerably less fuzzy, if still difficult to make out. Lumberjack walked silently beside her, the delicate metal pieces of her face drawn together as if she looked at a bright light. Smartypants trotted ahead of the little group, quite happy and content now that all of her friends were safe again. Argie half stalked, half tiptoed her way down the road at Rarity’s flank, as if attempting to hide from the city ahead. Opal gazed at the landscape with a supremely bored expression, for the world was allowed to exist around her at her gracious tolerance, of course. The social butterfly in Rarity could hardly stand the silence but she didn’t have the heart to bring up empty banter. She didn’t have long to writhe in the quiet breeze trampled by the cadence of sixteen feet on the bright yellow bricks, however, for they rounded a bend that showed them a most curious sight.

On either side of the road, red buildings stood in the afternoon sun. Little flecks of red paint swirled lazily around the vacant street in the soft wind that pushed various wooden signs, faded from exposure and neglect, to and fro. Wan and mournful squeaking from their rusted hinges lent a surreal air to the ghost town. The buildings, all different sizes and serving different purposes, stood bravely at attention, their boarded windows making them appear as if they awaited a firing squad. Small houses, their walls made of red brick that sparkled like the twinkling of the night sky, waited on smaller side-streets, shutters drawn tight and doors boarded shut.

Rarity slowed in spite of herself, taking in the ghastly sight. “What is this this place?” she asked mostly to herself.

“This is, er, rather, it was Portalston,” Lumberjack answered.

“Portalston?” Smartypants inquired.

“Yeah, a little town on the road to the city. They were mostly farmers, but there were some travellers, like the Whinnies, who don’t like big cities all that much, would stay here when they were done with whatever they were doin’ in the city for the day.”

“It doesn’t look like anypony has stayed here in a long while,” Rarity observed, drawing her eyebrows together with concern.

“Yeah, looks like a few years, five at least, judging by the wood rot,” Lumberjack said, tapping a nearby post of a sagging picket fence. Several pieces of the post crumbled to the ground.

“Where did everyone go?” Argie asked from above. She swooped over the buildings, alighting on the brittle roof of an inn. “It looks like they don’t plan on coming back any time soon.”

“They all probably moved to the city,” Lumberjack mused.

“Hm,” Rarity said, picking up her pace, “something tells me we have the Three Terrible Terrors to thank for that.”

“Do you think they will ever get to go home, Rarity?” Smartypants asked as they walked past the barren fields bordered by rampant hedges.

“I hope so,” Rarity said quietly.

They walked on. Smartypants struck up a conversation with Argie, which was more like a friendly interrogation. Rarity paid only half an ear to it as thoughts still spun in her head, propelled by the breeze like the chips of paint in the empty town. It was hard to latch onto anything important and she felt as if she were constantly missing something that was.

“Are you okay there, sugarcube?” Lumberjack’s strings quietly hummed next to her.

“Hm? Oh yes, I’m... right as rain, darling,” she offered with only a token of confidence.

“Everything will be alright,” Lumberjack assured her anyway. “Ep will know what to do.”

“But,” Rarity objected, biting her lip, “If you’re right, and those ponies left that town five years ago... don’t you think the Dragon would have done something by now?”

The tin mare blinked. “It might not be the right time. He’s always done right by the land, at least as far I know. Maybe he hasn’t done anything for a good reason; what he does and doesn’t do won’t always make sense to everypony, but I’m sure he has his reasons. The way I see it, you can do the right thing at the wrong time, and that can be worse than not doing anything at all.”

“Hm,” Rarity replied with a toss of her mane. “I do hope you’re right, darling.” She gazed up at the great sparkling wall of the city, bathing the road in a pool of rose light. “I do hope you’re right.”

The mass of the city itself seemed to squash all further talk as it stood before them in a halo of red radiance. Scarlet cliffs of gleaming red stone rose from the gentle hills, encompassing the Ruby City within. Delicate crenulations along its rim suggested frozen tongues of flame. Hexagonal towers broke the smooth expanse of its dazzling facade. Purple and green flags streamed at their summits, laid out in full by the winds aloft. Behind the wall, fluted towers and great domes reached for the sky, catching rays from the sun overhead and distributing the light in prismatic generosity. The air around the city hummed with life, thousands of ponies living in one jewel.

It was all Rarity could do to keep walking. “It’s so beautiful,” she breathed.

“It’s so big...” Argie said behind her. The fashionista glanced behind to find the gryphon attempting to make herself as small as possible. Argie gulped. “The Dragon is in there,” she whispered.

“Don’t worry,” Smartypants said cheerfully, “Rarity knows what to do.”

“Of course, dear,” Rarity lied. “Just stay close and nothing bad will happen, I promise.”

The gryphon nodded back, standing a little taller.

Passing into the shade of the towering portcullis, the little group came up to the city's grand gate. The raised outer gate invoked the gaping maw of a terrible creature. Rarity suppressed a shudder; no need to think of teeth and maws. A muted glow softened the shadows as the walls of the deep archway shone with transfused light. Colossal doors of iron and steel stood resolutely shut. Intricate designs in their gleaming panels picked out stylized images of ponies, their eyes set with precious gems. At the apex of the doors, an image of a great dragon, his wings spread wide and scaled visage looking upon the ponies with benevolence, dominated the gate. The eyes of the dragon were two massive emeralds, cut to mimic the serpentine gaze of the city’s ruler.

“Now what?” Smartypants asked bluntly.

“Do we, uh... knock?” Argie suggested tentatively.

“I suppose,” Rarity said, raising an eyebrow at the gate, “but I don’t think anypony would hear if we just knocked.”

“Hey, what’s this?” Smartypants had her back to them, facing the corner.

Rarity joined the inquisitive scarecrow with Lumberjack and Argie in tow. From a small hole in the wall, next to one of the massive hinges, a white silk rope with a red tassel dangled. Above the hole, a sign declared: PULL FOR SERVICE.

“What’s that above the hole there, Rarity?” the scarecrow asked, getting up on her hind legs to get a closer look.

“That is called a sign, dear. It has words on it that give instructions.”

“Words? Like things we say?”

“Yeah,” interjected Lumberjack, “it’s a way of tellin’ folks about something, without having to be there to say it. That’s called writing.”

“Writing... Well that sounds really useful.”

“Oh, yes it is.” Rarity said, allowing a little smile to quirk her lips. "There are things called books that are full of writing. I would bet that the Dragon has a library and that is how he will help you get a brain.” She summoned little magic to pull on the rope. “Shall I?”

“Ooooh, a library, that sounds like fun! Pull the rope, Rarity.” Smartypants danced next to the gate, eager to see the wonders of a library that she was sure lay just on the other side.

Rarity gave the rope a firm tug. Bells cascaded in a brazen chorus behind the gate, startling Argie out two-and-a-half of her feline lives.

Before the sheepish unicorn could console the jumpy gryphon, a blue head poked out of a panel in the gate. It appeared to be attached to a stallion, though he was up above the party and only his face and tidy silver mane along with a rose glow were visible. “‘Ello there!” He called cheerfully. “Visitin’ from without are we?” he lilted.

“Uh, yes. From the east,” Rarity replied.

The blue pony raised his eyebrows. “Ah from the east, eh? Been a while since we ‘ad any from over there. Well, welcome to the Ruby Ci’y ladies, but before I can let you in, I go’a know what’chur business is 'ere in Ep’s ci’idel.”

“Oh, yes of course,” Rarity said graciously, “that’s perfectly reasonable. Ahem, we are here to see the Dragon, if you please.”

He rubbed at one of his ears and blinked at her. “Yah mind sayin’ that again, lass?”

Rarity furrowed her brow. “We... are here to see the Dragon?”

“BAHAAHAAAAAHA!” the stallion roared suddenly, scaring another half of Argie’s lives out of her. The pony in the gate continued to laugh, throwing his head back and pounding on the bottom of the panel with a hoof.

Rarity shared a glance with Lumberjack. “No, really,” she protested over the gatekeeper’s mirth. “We came to see the Dragon, it is very important that I speak with him.”

With every word she spoke, the stallion laughed harder. He laughed so hard, he seemed to almost be turning green. “Please,” he protested between his wheezing gales of laughter, “oh, it’s too much. Hahahaha!” He wiped a tear from his eye with one hoof, snorting and trying to regain his breath. “Now... hahaha, Oh wheee, well tha’ was good, lass,” he managed to say, resting a foreleg on the bottom of his window. “I haven’ had a good laugh in a while there... aughum, hm, but really, yah ought ta be tellin’ me your business here, or I’ll ‘ave to ask you ta leave, hm?”

“I’m serious!” Rarity retorted with an indignant stomp. “I’ve traveled all this way, followed your road, and even slept out in the dirt! We came to speak to Ep, the Great Dragon, and I am not leaving until I have!”

“Allroight, look, it was funny tha last time, but second time around’s pushin’ it. I’ll go easy on yah and let yah come back la’er when you know wha’ you wanna do ‘ere, eh? Sound good?”

“Most certainly not!”

“Hm,” was all the gatekeeper had to offer, slamming his panel closed with a clang.

Rarity sniffed. “How rude.”

“Why was he laughing?” Smartypants asked, her head tilted at the now closed panel.

“Because he doesn’t believe us,” Lumberjack answered.

Smartypants looked at the ground for a moment, then lifted her gaze to the metal pony. “I don’t know why that’s funny...”

“It isn’t, really,” Argie said from between Rarity’s forelegs. “It’s actually pretty scary, these ponies, not showing the proper respect for the White Witch.”

“Darling,” Rarity said sweetly, “what on earth are you doing there?”

“Um,” the gryphon replied sheepishly, “hiding?”

“I thought so,” the fashionista said, stepping towards the gate and leaving the cowardly gryphon exposed once again. “They can’t brush off Rarity that easily,” she grumbled, raising a diamond-shod hoof. The diamond shoe made contact with the steel gate only once, and that was all it needed. Ringing like the brazen bells of before, the whole archway vibrated. Color flashed along the intricate designs cut in the steel and sent a ripple of vermilion light through the iron lattice.

“Oooh,” Smartypants cooed. “That was pretty.”

The panel on the gate swung out, banging into the steel door with a very ordinary and lackluster thonk. Instead of the blue stallion from before, a red, silver-maned pony greeted them with a severe gaze. “Oi! Wha’s with tha’ racket! ‘ow’d you do that?”

“Hello,” Rarity said as nicely as she could muster, “I was hoping you could be ever so kind as to open the gate, please.” She batted her eyes at him, a trick she had learned long ago seemed to make even the most stubborn stallion become putty in her hooves.

Her trick seemed to be working at first. The stallion stared at her for a moment, then shook his head as if clearing his thoughts. “Hey, thas not gonna work around ‘ere lassy,” he said, narrowing his eyes. This one was made of tougher stuff it seemed. “You decided what your business is ‘ere?”

Rarity dropped her smile and assumed a cold expression. “It seems you have as deplorable a set of manners as your blue colleague.” She said it softly, but loud enough that he most definitely heard the disapproval in her tone. “As I said before, I am here to see the Dragon.”

The red stallion put a hoof up to his face. “Listen lass,” he lilted once again, “I guess you’ve been out in tha sun too long, eh? I’ll open the gate, bu’ only if you promise not to get into trouble. I’m the only gatekeeper here, at the only gate, mind, so if yeh get into somtin’ i’ell be on me ‘ead you know.”

“What?” Rarity asked, thoroughly confused. “But there was a blue stallion there before you.”

“Aye.” the gatekeeper nodded. “‘Twas me, lassy. I’m a prism pony, can change me color, whether I want to or not. Now, come on in, an’ I can tell yeh where you can find some ‘elp with your ‘eat stroke.”

Rarity spluttered. “I have been out in the sun but there is nothing wrong with me. I’m here to see the Dragon. What will it take to convince you?” she asked in frustration, rearing up and putting her forehooves on the gate. As soon as they struck the metal, the archway rang again like a gong as color exploded along the etchings.

“Ayeeee,” the stallion groused, his coat now purple. He rubbed the top of his head, having slammed it into the top of his little window in surprise. “How do yeh do tha...” His rubbing ceased as he saw what was on the white unicorn’s hooves. “Are... are those diamond shoes?” he asked quietly.

“Yes?” Rarity replied, as amazed by his change in color as the strange effects of her shoes on the gate.

At her affirmation, the gatekeeper flushed pure white, even more than Rarity’s own coat—but that wasn’t fair, she had been trounced through woodlands and fear for the better part of two days. “I-I’m terribly sorry lass—I mean, me lady. I’ll have this gate open in a quick, uh, stand back.” And the panel swung shut again.

Rarity backed away from the gate along with the others. “Hm, Selene did say that these shoes would help me get what I need.”

“D-do we really need to see the Dragon?” Argie asked apprehensively. “I mean, there are... lots of ponies in there, one of them could know how to take you home... maybe.”

A monstrous clunk resounded behind the gate along with the rhythmic snick-snick-CLACK of a ratchetting pulley. The left door began to slowly swing outward.

The gryphon stared at the moving gate as if watching a mountain fall on her. Rarity stood next to her trembling friend, putting a reassuring hoof on her shoulder. “Darling,” she said, shaking Argie’s shoulder a little, “if you want to get over this fear you have, you will have to do something about it. I know it is hard, but remember, you have friends to help. You don’t have to do it alone.”

The gryphon let out a pent up breath, her tremors abating under the albescent hoof. “Thanks, Rarity,” she said softly, still staring at the slowly opening gate.

Smartypants teetered to Rarity’s side as Lumberjack took Argie’s other side, giving a friendly nod and a smile to the gryphon. The two in the middle of their group had to squint at the glare that poured from the gate. The scarecrow “oooed” at the city along with an impressed vibrato from the tin woodmare.

“Well, they sure have been busy while I’ve been gone,” said Lumberjack.

When Rarity could finally see, she would have repeated Smartypants’ sentiment, had she any breath to do so.

Out from the open gate, a wide causeway paved in yellow quartz spanned into the distance. Brilliant buildings, shimmering in the sun, stood to either side of the sparkling road. Though there were many of them and each monumentally constructed, the buildings did not crowd the street. Each radiated the air of a grand sculpture, carved with care and dripping with detail. Reliefs and flutes, filigree and embossing, etchings and facets adorned every inch of every edifice. Rarity could hardly fathom the time it must have taken to cut each building. They appeared to be all of one piece, and if they were not, even her trained eye would be hard pressed to find a joint or seam.

“Um, me lady...?” The gatekeeper waved a now slightly pinkish hoof before her. “We'd best be gettn’ a move-on, tha’ is if yeh’d oblige, ma’am.”

The bedazzled unicorn blinked and tore her eyes from the city's splendor to focus on the strange pony. “Oh, yes... Of course. If you could lead the way, I would be ever so grateful,” she said lightly, remembering to throw in a flutter of her eyes.

The prism stallion flushed white once again, his eyes growing wide. “R-right this way.” He swallowed. “I jus’ hafta close th’ gate...” He gestured to the road and stepped aside hastily.

Rarity leaned to Lumberjack as they left the shade of the gate, a niggling buzz in her mind. “Where are we going, again?” she asked quietly.

The metal mare raised a gleaming eyebrow at her before answering in a quiet hum, “We’re going to see the Dragon... to help you get home, remember?”

Rarity furrowed her own brows. “Oh... yes... Home.”

“Are you feeling alright there, Rarity? Maybe the gatekeeper was on ta’ something.” Lumberjack kept her voice down but it writhed with worry.

Rarity took in a deep breath and raised her head. “No, no, I’m fine dear. Just a little tired is all. As soon as I get some proper rest, I’m sure things will clear up. I... I’m just tired... yes. Don’t worry.”

The clockwork pony looked as if she had more to say, but it was swept away by the silver agitation of the gatekeeper’s tail. “Follow me,” he called, setting out to a quick canter. “Th’ Palace is a bit o’ a walk but not far!” He seemed to be assuring himself more than anypony else.

Rarity scooped up Smartypants, the pace set by the frazzled gatekeeper was more than she could handle, and only winced a little at the pain behind her eyes. She followed close behind the currently white stallion, keeping her goal fixed firmly in her mind.

Few ponies walked the wide street so close to the gate, as if afraid of what might come through it. As they cantered deeper into the city, however, the wide street soon filled with colorful activity. Prism ponies filled the stores and stands, turning the street into a living kaleidoscope. Rarity blinked every time a pony changed color. It was rather disconcerting to say the least. More—perhaps normal—ponies, sprinkled throughout the crowd, added to the din. Elegant ponies with delicate horns protruding from their foreheads reminded Rarity of Selene, while other pastel-shaded ponies with wings tickled the back of her memory. She caught a few glimpses of some stocky ponies sporting green coats with ultramarine stripes and even spied the diminutive forms of Punchins on a few occasions.

“Lumberjack,” Rarity said absently, her eyes watching the elegant ponies and their delicate horns of spun glass. “What are these other ponies called?”

“Well, the Steeples are the winged ones, from the north. The ones with the horns are called Triplings, from the south, and the bright green ones are the Whinnies from the west.” She frowned. Small clinks and dings accompanied the subtle shifting of the plates of her face. “Seems like there’s an awful lot of Whinnies here... They don't really like bein’ in cities.”

“I don't blame ‘em,” Argie groaned next to Rarity. She walked with her shoulders hunched and her head down, trying her best to look in every direction at once. “It’s way too noisy here.” She groaned wordlessly. “I can’t tell what’s around me. The buildings reflect everything. It sounds like there’s ponies everywhere!”

“Well, there are ponies everywhere, Argie,” Smartypants pointed out innocently.

The gryphon hunched her shoulders more. “Don’t remind me,” she muttered darkly.

As the strange little party passed the other ponies, a quiet little bubble seemed to move along with them. It could have been Argie; Rarity assumed that gryphons weren’t all that common a sight. Then again, she had to concede that it could have been the sight of a snow white unicorn cantering down the street with a scarecrow on her back, a talking scarecrow no less. It mattered little in the end, for Rarity had a difficult time noticing the perplexed looks from the crowd due to the sight emerging farther down the road.

From the center of the city, the fluted towers of a citrine palace stabbed the sky. Like a generous miser, it gathered the light tossed about by the surrounding buildings and donated even parcels to its surroundings. The darker flecks in the golden-toned walls flickered like an inverted night sky. Four large towers of the more common ruby stood around the palace as if keeping watch, or perhaps gathering around the warm light.

“It is very pretty,” Smartypants agreed.

“Huh-wha...?” Rarity blinked at the scarecrow. “Did I say something?”

Smartypants thought for a second. “Well, at first, you didn’t say much. Then you said...citrine?—I don’t know what that is but then you said it was beautiful and I decided that I agreed.” She shifted on Rarity’s back and held on tighter to her neck. “Even if I think it looks a little too much like fire...” she mumbled.

“It is rather imposin’,” Lumberjack confessed, “but you don’t have to worry, Smartypants. I hear the Dragon is right nice... so long as you follow the rules.”

“Whoa, wait!” Argie scrambled forward, flapping her wings. The gatekeeper threw her a causious glance, cantering forward a little more as Argie began walking backwards in front of the others. “Nobody said anything about rules or even what they were!” she exclaimed, clicking her beak. “For all we know, we’ve broken several already! Ooooh, no! I am not going in there to have some big ol’ dragon fry me to a crisp—”

“Relax, darling,” Rarity had to interrupt, but with only half a mind. “Everything will be fine.” She stared intently at the looming doors of the palace. Where they made of... emeralds?

“Fine!? The only things that will be fine are my ashes!” the gryphon managed to croak.

“Alright, ladies!” called the now yellow gatekeeper as they entered the palace courtyard. “Here we are! Nice knowin’ yeh an’ all. Love tah stay an’ chat but got things tah see to.... Yep.” He cantered in a little circle in front of them, then started for the road again.

“Do you canter all the time?” Smartypants asked the gatekeeper, stopping him in his tracks.

“Um, yeh, I s’pose I canter a lot,” he replied, giving her a sidelong look.

“Pardon me, but... what did you say?” Rarity asked, tearing her gaze from the grand palace doors—definitely emerald.

The prism pony flushed white yet again.

Rarity tried not to be jealous.

“Juss tha’—heh, well... Oh look a’ tha time, ma’am! I’d best be gettin’ back to me post. Ah, good luck with tha chattn’ and the draggin an’ all that!” he rambled, backstepping in a way he likely thought didn’t look like he was trying to escape. Even though that was exactly what he was trying to do.

11. The Ruby City of Ep

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1. The Waterspout

Rarity lived in the little town of Ponyville on the rolling hills of the grasslands below the mighty Shinespire mountains, where, atop the tallest of the mountains, stood the great city of Canterlot. She lived in a boutique, near the center of town, that looked a lot like one of the fanciful towers from that grand city on the mountain. She lived there all by herself with her cat, Opalescence, making fine pony apparel. Oh how she dreamed of living in that grand city so high, rubbing shoulders with the rich and famous, clothing the prim and powerful, designing beautiful gowns for the Princesses to wear. But she knew that her place was there, in Ponyville. She had her family close by, a mother and father and one little sister called Sweetie Belle. She liked them just fine, but she spent more time with her five friends: Twilight Sparkle, Rainbow Dash, Applejack, Fluttershy, and Pinkie Pie.

It was with these friends she trotted to the regional reservoir just outside of town. Something truly extraordinary was happening today, for the rainy season was due to start, but Cloudsdale found itself needing a bit more water than they had planned. So it was the Ponyville Reservoir they chose to make up the deficit, only a year after Rainbow Dash led her weather team into a cyclone barely able to lift the water against imposing odds. This time though, Rainbow was going to take full advantage of this second chance so soon afforded her. She and the other pegasi had been practicing for weeks, and there wasn’t a doubt in her mind that this one was going to be big. Rarity recalled that Rainbow described today’s events as “Epic”, whatever that really meant. The excited walla of gathered ponies grew ever louder as they approached the summit of a small rise.

The white pony adjusted her sunhat with a sniff and turned to the purple unicorn next to her. “Do you think she’ll be worth living with once she has the trophy for the strongest tornado ever seen?”

Twilight smiled. She knew, of course, of whom Rarity spoke. “I think after winning the Best Young Flyer award, Rainbow wouldn’t let something so simple as this go to her head.”

“Oh, I don’t know about that, darling,” Rarity returned in her usual prim, high voice. “I didn’t think she would let that little competition she and Applejack had go to her head; I mean, it was already up in the clouds anyhow.”

Twilight giggled. “Well, she’s a pegasus. Would you expect anything else?”

Just then, as they entered the temporary stands for spectators a ways off from the reservoir, the cerulean daredevil swooped in, bellowing at the top of her considerable lungs. “YOU READY FOR THIS PONYVILLE?!”

A great cheer rose out of the stands.

“We’re gonna a set a record no other city can ever beat! Hold on to your hats, it’s gonna be a windy day!” Rainbow flew around the crowd, basking in the applause and energy of the assembled ponies.

Applejack laughed, her eyes on the blue blur wheeling above them. “Ha! Yep, that’s our Rainbow alright!” She gave a shrill whistle. “You show ‘em RD!”

Pinkie Pie bounced around in a quick circle imitating Rainbow’s celebratory circuit. “Woohoo! Spinny, twirly, hurly, twisty funnels and flying ponies! Water upsy-dupsy-doo! Up, up, up to Cloudsdale with you! And maybe Rarity too!”

“Excuse me?” Rarity said, taking a seat next to the orange farm filly.

“Oh, nothing,” Pinkie said with a goofy grin and a dismissive wave of her hoof.

The purple scholar chuckled and turned away from the stands. “I’ll be monitoring the anemometer up there. Rainbow will want to know exactly by how much she beat the record.” Off she went with a little wave.

“See you at the party, Twilight!” Pinkie shouted, mostly into Rarity’s ear.

“Thank you, Pinkie dear,” the white unicorn said, rubbing her ear with a hoof.

“Any time!”

“Hoo-boy, look at ‘em go!” Applejack leaned forward as the weather team took to the sky like a flock of pastels. “I don’t think I’ve ever gotten to see them make one a’ these.”

A chorus of “oooh”s and “aaahhhh”s floated up from the ponies looking on. The pegasi flew ever faster, blending their colors together in a swirling column. Rarity found herself breathless, despite her determined efforts to remain unimpressed, as a true lady should be at all times. Only a few seconds passed before the combined wingpower of the whole Ponyville weather team, and Fluttershy, whipped up a furious gale.

“Four hundred wingpower!” called Twilight with a magically enhanced voice.

“That seems mighty fast!” bellowed Applejack over the wind, “I thought Rainbow was complainin’ ‘bout how long it took to get to this point yesterday!”

Both she and Rarity held on to their hats as the wind lashed at the stands.

“Six hundred wingpower!” A tremor of nerves wobbled into Twilight’s amplified voice, a tone that the white unicorn did not like to hear coming from her knowledgable friend.

“I don’t know about that!” shouted Rarity back to Applejack.

“Well maybe yah ought tah pay attention when she goes a-ramblin’!” Applejack had both hooves over her head now.

Rarity could barely make out the whirling watercolor ponies as the wind made her duck and squint to protect her eyes from the swirling dust.

“Eight hundred wingpower! Rainbow! Hold back a little! You’re going too fast!”

Water funneled up into a shimmering spout, quickly building itself up higher and higher.

“This doesn’t feel right!” Applejack shouted.

“Something’s wrong! Something’s wrong!” Pinkie Pie wailed uncharacteristically.

Rarity looked up just in time to see several multi colored pony-shaped things get flung from the waterspout.

“One... Thousand... Wingpower!” A glimmer of lavender magic pulsated in the midst of the whirlwind. Twilight had made a small shield for herself.

“Keep it together!” Rainbow’s shout barely made it to Rarity’s ears. The fear and uncertainty in the usually over-confident voice set her heart racing.

“I think we need to get out of here!” Rarity called to her friends.

“Fifteen... Hundred... Wingpower?!” Twilight screamed. “Rainbow...! Stop!”

“I... can’t... hold it!” came an exhausted reply.

“EVERYPONY, RUN!” Twilight’s voice boomed out of the vortex like thunder, shaking the metal benches. And just in time.

More and more pegasi were flung from the twister, sailing through the air as pastel projectiles. All of the ponies stormed from the stands, shrieking in alarm and whickering in fear. Rarity turned tail with Applejack and Pinkie, desperate to keep up with the terrified throng. Behind them, the waterspout growled like a thing alive, ripping up the reservoir and tossing boulders about like a sower does seeds. Her hat was ripped from her head. She glanced behind to see the terrible twister rear itself up and start barreling down the path from the decimated stands. She stumbled on a rock and would have gone down on her face if not for Applejack’s timely dip to shove her back on her hooves.

“Don’t look back!” the farmfilly shouted.

Rarity wheezed in reply as she pushed herself for more speed. They all trundled down the slope at reckless speeds, the thunder of their hooves drowned out by the roar of the errant waterspout. Great crashes shook the ground around the fleeing herd, producing whickers and anxious shouts from the other ponies. Dust and dirt, whipped up by the raging wind and their pounding hooves, obscured everything not two sceptres from her face. Rarity could hear her heart pounding in her ears, chest heaving with exertion and fear. She had never run so fast in her life.

“Twitch-a-twitch!”

The white unicorn looked wild-eyed at the brown cloud.

“Twitch-a-twitch-a-twitch!”

Rarity was so short of breath she couldn’t even spare the air to make a confused sound.

“Twitchy, twitchy! Look out, Rarity!” The shout hit her just before the pink blur did.

Not an instant after she was shouldered aside did a boulder half her size smash into the ground where she had been running. More debris fell around her, making the ponies duck and dive around each other. The throng thinned as they got closer to the town, the raging twister still on their tails. Icy pellets pummeled at her as plants, boards, and other yard implements flew through the air in a terrifying maelstrom of sounds and wind. Rarity had the good fortune to turn her head just in time to see a two-by-four come sailing at her face. A quick burst of azure telekinesis diverted the impromptu missile. She didn’t have a moment’s respite, for she looked ahead of her at exactly the right moment to hit her front door with her nose, forehead and horn.

Completely disoriented, discombobulated and distraught, the white pony stumbled into her boutique and had enough sense left in her head to slam the door shut and latch the deadbolt. She had no idea where the tornado was, and she had a hard time caring, at least until the boutique started shuddering. Opal, her cat, hissed at the growling wind around the shop.

“Thisss... eh-can’t be good,” Rarity slurred daintily.

She couldn’t have been more right if she were running clockwise. With a mighty crunch, as if a giant had bitten into a celery stalk as tall as the Shinespire, the boutique started to spin. Rarity slid along the floor, scrambling for purchase in the wild dipping and turning of the boutique. She felt an acceleration, the sort she had only ever felt when she had those beautiful wings Twilight had conjured for her. After several attempts that she was glad nopony else had witnessed, Rarity made it over to a window.

Grey murky clouds swirled around the glass, but she could make out strange shapes in those billows. Once, she thought she saw Derpy Hooves, laughing at the twister and having a generally good time. A minute after that, a cow flew by the window.

“Oh my!” Rarity gasped.

“Mooooost unusual, dontchaknow?” replied the cow with a wave.

The fashionista returned the wave, bewildered. Panic settled in as she came to grips with flying in the middle of a freak tornado with naught but her own home to protect her.

As the Carousel Boutique spun and spun, Rarity found herself desperately trying to keep everything in place, including her sanity. Promises and pleas flew from her lips, each one more crazy than the last. If only to have her hooves on the ground again, she would play more games with Sweetie Belle. If she got out of this alive, she wouldn't hold it against Rainbow. Just put her down—gently, mind you—and she would never again disparage the fashion choices of her fellow ponies. That doesn't mean she won't try to fix those poor choices and educate her friends on the proper way to dress oneself. But she would be nicer about it, truly she would. If she could just wake up and find this all to be a terrible dream, why, she would even consider helping Applejack out on her farm—you know, tidying up or redecorating. Sweet Apple acres could use a makeover; it probably looked the same as it did a hundred years ago.

The boutique gave a sickening dip.

“Alright! Alright! I’ll help her... out in the dirt and everything!” she cried to nopony in particular.

The wind howled around the little building for what seemed like hours. It went on so long that she even got used to it. Rarity spent a few of those long hour-like moments trying to keep her supplies from becoming only so much flotsam, but the effort was hopeless. Once she realized how fruitless it was, she tried to distract herself with her favorite hobby: fashion. As long as she didn’t look out the windows, she could almost convince herself that she wasn’t flying through the air in her own house, the Mother only knows how high up. She forgot herself enough to start dabbling with an idea that had come to her for a dress inspired by the waterspout. It was a wispy blue and white striped, almost gossamer, thing that would be fun to wear in the wind. She hummed to herself merrily at her sewing table, swaying with the lazy turns of the boutique without so much as a thought. She plucked supplies from the room as they slid by from one end to the other as naturally as if it happened all the time. The dress was nearly done when she noticed something odd. Her first clue was Opalescence. The white cat floated by, upside down, sound asleep, clutching one of Rarity’s throw pillows.

“Opal...” the fashionista implored. “What on earth are you doing floating around?” She spoke a little too soon, for the earth asserted its position, rather forcefully.