//------------------------------//
// Chapter 9 - Memories 
// Story: Second Chances, Many Changes 
// by ASGeek2012 
//------------------------------//

A large tree rose at the end of a secluded path, still thriving despite having been hollowed out to create Fluttershy's cottage. Her tea partner had indeed departed. Animals frolicked about, both outside the cottage and inside, scampering so close to my hooves that I worried I might step on one of the critters by accident. Rarity's praise of Fluttershy's abilities had not been exaggerated; I doubt I ever saw more content creatures in my life.

Well, save for the one little white bunny who seemed to have a frown permanently etched into his fuzzy face.

"Would you like to stay for some tea?" Fluttershy asked.

"We'll have to pass this time, Fluttershy, but thank you," said Rarity. "Pinkie wanted us to stop off at Sugarcube Corner before we head over to the boutique. Oh, and that reminds me, our dear filly here has a name."

"Oh? What is it?"

"It's, um, Candy Swirl," I said.

Fluttershy smiled. "That's a perfectly lovely name."

"Pinkie deserves the credit, she helped me come up with it."

"I'm glad she was able to help. And you look wonderful, Candy."

So Fluttershy had not first assumed it was a name I had remembered? Was she just being kind, or did she have some sort of insight into me of which I was unaware?

"I am actually rather happy we went with the single braid instead of two," said Rarity. "It is already giving me ideas for the perfect dress for her."

"I'm sure whatever you come up with will be lovely," said Fluttershy.

"Let's just hope I can do even half as good a job coming up with a banner to adorn Queen Chrysalis' room."

Fluttershy shivered slightly, her smile faltering.

"Which reminds me, there will be a formal dinner this evening at the castle. Will you be joining us?"

Fluttershy's gaze slid to the side. "Um ... I-I don't know if I should."

"Oh, but I am sure the princesses will be interested to hear how you have been doing."

Fluttershy swallowed. "It's n-not them I'm worried about," she said in a barely audible voice.

Rarity smiled and stepped up to her friend. "Queen Chrysalis is not due to arrive until late. I am sure you can leave before she arrives."

"I'm planning on returning to my room before she shows up," I said. After a short pause, I added, "I would be happy to see you there, Fluttershy."

Fluttershy turned her gaze towards me, a small smile returning to her muzzle. "All right."

Like with my words to Rarity earlier, my internal censor had refused to cooperate. A reflex action, perhaps. I often had to coax Michelle to come out of her apartment now and then and be a little social. Had my mother lived, I would have likely invited Michelle to one of my mother's formal affairs.

Maybe that had been a little selfish of me to put Fluttershy on the spot, but I could not deny her presence helped calm me.





I only glanced at the sights on the rest of this impromptu tour of Ponyville, my interest captivated more by the company than the scenery as we headed towards Sugarcube Corner. Pinkie Pie likely would have pouted at my apparent disinterest. Or worse, her hair would deflate.

I was not at all surprised to see her on the employee side of the counter. Before I could say a word, she gasped as she beheld me. "Oo, you look so nice, Candy!" She giggled. "You really do look like those little candy treats now!"

"Thank you," I said. Favorable comparisons to desserts and treats apparently served as standard compliments coming from her. "Is this your store?"

"Oh, no, I just work here sometimes and foalsit occasionally."

Pinkie Pie as a babysitter. That ... conjured up some interesting imagery.

"Right now I'm just watching the store and the twins until Mr. and Mrs. Cake are back. They went to the castle to help prepare for the dinner tonight."

My stomach fluttered a bit. How were ponies expected to conduct themselves in more formal circumstances? I resolved to stick close to Rarity and emulate her. She had made it clear she could handle herself in such a formal situation with ease.

I remembered my first formal affair I attended with my mother. I parroted her almost exactly. I probably looked rather silly, but everyone had found it endearing.

"Oo, that reminds me!" Pinkie said. She reached under the counter and pulled out a tray covered in cupcakes. "How do these look?"

Four kinds of cupcakes adorned the tray. First were spongy white cupcakes I identified immediately as angel food by just the smell alone, covered in yellow and blue frosting forming stylized suns against a clear sky. The next set were chocolate cupcakes covered in dark blue and white frosting forming crescent moons. The third were blueberry cupcakes adorned with pink candy stars surrounded by smaller white stars against purple frosting. The last were caramel fudge with black and green icing shaped like pairs of insect-like eyes. Strangely, that last set had holes carved out of each cupcake in random locations.

"Why, that is perfectly wonderful, Pinkie," said Rarity. "And it gives me an idea for the design of the banner for Queen Chrysalis' room."

Fluttershy swallowed when she glanced at the last set of cupcakes. "M-maybe make the eyes a little less scary on the banner," she murmured.

At Fluttershy's words, a cupcake from the fourth batch pulled in my gaze, its green frosting eyes staring back at me. I shivered, and my heart suddenly skipped a beat.

"You find them a little scary, too?"

I blinked and tore my gaze from the cupcake, my heart racing. "A little, I guess."

I had no idea why. Did the design of the cupcakes have to do with what changelings really looked like? The idea of giant insect creatures creeped me out, but not enough to make me quake from just a silly stylistic representation on a confection.

"Hmm," Pinkie said, looking thoughtful. "I was gonna have them enchanted so they sprouted little changeling wings and buzzed about the room, but maybe I shouldn't do that, huh?"

"Please don't," said Fluttershy.

"As lovely as they are, darling, I agree that would be overkill," Rarity said gently.

The bell above the door tinkled as one of my guards stepped inside. He trotted up to us, his eyes set hard. "Excuse me, but I have just been informed that a changeling attempted to breach the Castle of Friendship."

My heart fell into my stomach.

"Oh, no!" Fluttershy cried.

"Is everypony all right?" Rarity asked.

"The attempt was thwarted thanks to Princess Twilight's detection spell," said the pegasus. "The changeling had adopted the form of Bon Bon."

Pinkie Pie gasped. "Bon Bon was a changeling all this time?!"

Good God. I had looked straight at her earlier. We all had.

"Oh, surely that is not the case!" Rarity said. "Er ... is it?"

"Deputies found the real Bon Bon and Lyra Heartstrings in their home in a magically-induced sleep," said the guard. "So it is likely the changeling adopted her form only this morning."

"Well, that is a relief, certainly," said Rarity.

"Did they catch the changeling this time?" I asked.

"Unfortunately, no," said the guard. "But a patrol was sent to look for it. Miss Swirl, if you would prefer to return to the castle for your protection, we're willing to take you back there now. I was told to leave the decision in your hooves."

I did not want to make that kind of decision! The coward in me wanted to gallop back to the castle as fast as my hooves could take me.

"How did the changeling even get into town?" Fluttershy asked.

"Likely it was already in town before the additional security arrived," said the guard.

"Does Twilight believe there is an immediate threat to Candy?" said Rarity. "Or at least any more than there already was?"

"The Princess does not believe so. The changeling headed away from town when it escaped. If it tried to infiltrate the town again, it would likely be spotted by the Wonderbolts or stopped at a checkpoint."

"What of Lyra? She was with Bon Bon -- that is, the changeling -- when we saw her. Does that mean there is a second changeling about?"

"We don't know yet. The hospital reported that it will be several more hours before either Bon Bon or Lyra awaken and can be questioned."

Rarity turned to me. "It's ultimately up to you, but I do still wish for you to see the boutique."

"Can I come along?" Fluttershy asked. "I kind of don't want to be alone right now."

"Of course, you know you are always welcome."

I was tired of being scared, and if somepony as timid as Fluttershy could do it, so could I. "I would really like to see it, too. I'll be okay."

"Then we'll head over there without further delay," said Rarity. She turned to Pinkie. "I had hoped we could stay for a bit, but we ought to get going so we can get back to the castle before lunch."

"Okey-dokey!" Pinkie called out. "See ya at dinner!"





Rarity threw open the door and swept a foreleg before her, a wide smile on her face. "Welcome to the Carousel Boutique!"

Trotting inside behind Rarity felt like another step into the past. Even after she had made it big, my mother sometimes spoke fondly of her first store, which she even visited on occasion. By the time I had seen it, it had already been converted to full automation. I never really got to see it when everything was still made by hand.

Rarity's horn glowed as the sign in the window flipped from "CLOSED" to "OPEN." "Fluttershy, be a dear, please, and remain here in case any customers arrive. I wish to give Candy a little tour and perhaps catch up on some orders."

"Of course," Fluttershy said with a smile.

"For once, I am actually hoping not to get too many customers today," said Rarity as she led me further into the boutique. "Perhaps those two hulking armored pegasi outside will keep ponies at bay."

The smell tickled my equine senses at once. Even in the automated stores back home, new fabric had a distinctive odor. The quick and repetitive movements of the automated looms tortured the fabric enough to loosen tiny threads which floated in the air and littered the floor. Here I could smell the fabrics while they remained peacefully on the bolts sitting upon the shelves against the back wall.

It really did look like any dressmaker's shop back on earth. Below the fabric bolts, several shelves contained countless spools of thread, needles, measuring tape, sewing gauges, and a myriad of other supplies. A sewing machine sat upon a table among bits of cut fabric, ribbons, and runs of thread. All that differed from a dressmaker's shop on Earth was that the mannequins were pony-shaped. Ponnequins, I supposed.

I glanced at several large chests which lay against one wall. They appeared strong and bulky enough to be intended to protect something valuable. Rare fabrics, perhaps?

"You've been holding out on me, darling."

I whipped my gaze towards Rarity to find her smiling knowingly at me. "I'm sorry?"

"I know the look of a pony who has seen this before."

Was I that easy to read as a pony? People never could read me that well as a human. "Oh, um, well ... I guess maybe I forgot to mention that my mother was, um, in the fashion business."

Rarity's eyes positively lit up. "My stars, really? And in Manehattan?"

"I was rather young," I said quickly. "So I don't remember too many details about it."

"While that is too bad, I am rather pleased I can offer you something familiar."

I decided not to tell her about how my mother's shops were largely automated, as I still did not have a handle on the tech level of this world. I smiled. "Yes, it does look familiar, and it ... brings back some memories."

"Twilight told Fluttershy and I that your mother is no longer with us," Rarity said. "I am terribly sorry about that."

My throat became tight. "Rarity, if you don't mind me asking, have you ever had any, um, foals?"

"No, dear, I have yet to be fortunate enough to find a special somepony I could share my life with in that way. I do have a younger sister, though, with whom I am very close."

In a way, that made me feel better. If she was going to foster me, I would rather not worry that her biological children would feel I had usurped attention from their mother.

Rarity smiled. "Of course, there is a downside to you being familiar with all this. You're likely to get dreadfully bored while I work."

"Oh, no, not at all," I said in all sincerity. "After all the excitement, I could do with something more mundane."

Rarity's horn glowed, and a pair of spectacles alighted onto her muzzle. "In that case," she said as a dress sitting on one of the ponnequins floated over to her workbench. "Please have a seat while I put the finishing touches on this dress."





The first time Rarity levitated a bolt of fabric off the shelf behind me, it gave me a bit of a start, as she had not even so much as looked up from her work. My eyes soon widened as half a dozen objects routinely floated about her at any one time. A smile stretched across my muzzle as her magic did everything from cutting fabric to threading a needle. Only after staring at this spectacle for some time did I finally notice her hooves feeding fabric through the sewing machine. I had heard it running for much of that time; had she been doing that all along while simultaneously conducting this magical symphony? Good God.

My mother had told me about how she had worked her fingers to the bone in that very first shop she opened; she would have killed to have this ability.

And I could do little more than throw a few sparks from my own horn or chuck things in random directions like a baby's first attempts with blocks. I wanted to change that. Maybe I'd never reach Rarity's level of sophistication or anywhere near Twilight's power, but surely I could do something useful.

Fluttershy interrupted Rarity a few times when customers arrived despite the intimidating presence of the guards outside. One would always accompany the customer into the store and linger until they left. Two ponies had wanted simple alterations, which Rarity did right there at the counter and did not even charge them for it. The third wanted a completely new design, which left me alone with Fluttershy for a bit.

"Are you getting along well with Rarity?" Fluttershy asked in a hopeful voice.

"I am, actually," I said.

"Oh, good! She'll be very glad to hear that."

"I think she already knows."

"That's even better." Fluttershy paused. "She really does want to get to know you better."

"It's really that important to her?"

"Yes, very much. Um, that is, she just wants to be your friend. N-nothing more than that."

Oh, Fluttershy, you're not only as sweet as Michelle was, you're as much of a terrible liar. I was very tempted to tell her that I already knew Rarity wanted to foster me, but I decided against it. I didn't want to embarrass her.

"By the way, I'm sorry if I put you on the spot earlier," I said.

"What do you mean?"

"When you were trying to decide whether to go to the dinner tonight. You really don't have to go if you don't want to."

"No, that's okay," Fluttershy said. "I mean ... it would let me get to know you better, too."

I understood the feeling of operating outside of one's comfort zone, as it had defined my first day in this strange world, and I sensed the same from her. So Fluttershy was not simply a duplicate of Michelle after all; Michelle was no social butterfly by any means, but she interacted with people far more than Fluttershy ever did.

Not long after, the earth pony customer trotted out the back. Rarity followed, a tape measure draped across her barrel, a piece of tailor's chalk tucked behind one ear. "I should have it ready for you by Thursday. Sorry it cannot be sooner, but I have a bit of a backlog."

"No worries, Rarity, thanks!" said the earth pony before the guard escorted her out.

Rarity turned to me and smiled. "Your turn, Candy."

"Er, my what?" I said.

"A dress for this evening, of course."

"Oh, but, you said you had a backlog ..."

"But I am simply bursting with ideas, and I need to act on it. Now, please, come back with me."

"It's okay," Fluttershy said. "You go along with Rarity. I'll just keep minding the store out here."

"All right," I said, trotting after Rarity.

Rarity used the tape measure on me first, jotting down figures with a quill and pad, everything held purely by unicorn magic.

"Your tail is thick enough that I believe we will not go with a complete cover, it will make the dress too billowy," said Rarity as she slowly stepped around me. "But we'll need to bring it together under the tail and spread out in a 'vee' shape to keep freedom of movement in your hind legs."

I resisted the urge to draw my tail in to better hide my girly bits. I know I had been naked all this time, but I never had another pony looking quite that closely at my hindquarters before.

"Oh, but we simply must accessorize the tail in that case," Rarity continued. "Nothing ostentatious. Just a simple line of gems woven down the center. As for the front, we'll go with something a bit modest considering your age."

Modest? It wasn't like I had anything there worth covering.

"A rounded hemline under the neck. Hmm, that means the pendant will overlay the dress. I'll need to adjust the color balance appropriately. Perhaps a paneled dress, one base color for the front and one for the barrel and rear. Yes, yes, I think I have it. Let's try to put this together, shall we?"

"You mean right now?" I asked.

"Of course," Rarity said with a smile. "No time like the present."

As she turned away, I noticed a roughed-in dress gracing one of the ponnequins where none had been earlier. Was that the prototype of the dress she had crafted for the earth pony? How did she do it that fast?

I flinched a bit when the bolts of fabric suddenly flew through the air at me, eliciting a brief, gentle admonishment. "Please stand still, Candy, if you would."

She wrapped several colors of fabric loosely around me, looking thoughtful as her eyes flicked over me. A minute later, all but two of the colors shot back to their shelves, the remainder dropping to her work table. One was a deep wine red, almost purple in shade, the other a lighter softer red.

"Red is usually too bold of a color for a young filly," said Rarity as she cut swathes of the two colors from the bolts. "But it is the best hue to use with such hair color without it contrasting too sharply." The bolts shot back to their shelves as she picked up the swathes she had cut.

While her prowess still awed me, it had not silenced me. Instead, a memory I wanted to ignore had quelled my enthusiasm. Had I spoken, my voice would crack, and Rarity might interpret it wrong.

Rarity fit the lighter shade to my front and the other to the rest. She carefully shaped the pieces with the scissors, her magic doing the work of several pairs of hands. I tensed for a moment when multiple pins flew through the air, but I felt not a single pin-prick as they fastened the pieces together.

"Lift your tail for a moment, if you would, please."

I did as she asked, and she shaped and fit the cloth as she had suggested earlier.

"Yes, this is working out quite well!" Rarity said in a bright voice. "Lift your left fore-leg, hold it for a few seconds, then do the same with the other."

I complied. The cloth suddenly felt tight around the shoulders as I lifted one leg, but a few magical tugs later, and it lay more comfortably. The other leg encountered much less difficulty, but she made a few more adjustments anyway. More pins flew.

"Now for the trim," she said as she let go of the pendant. Ribbons darted towards me. "Hmm, too bright ... no, too shiny ... ugh, not shiny enough! ... Ah, here we go!"

She finally settled on one that was a sort of silvery blue that gleamed slightly. Rarity stepped back to examine it for a moment before nodding once, more pins arriving.

"Hmm, I cannot quite decide on the gems to use for your tail, but we can take care of that later," said Rarity. "But I do know exactly what I want to do for the front!"

Her horn glowed, and one of the chests behind her suddenly flipped open. Sapphires glittered in dark blue splendor, enough to be worth a fortune back on Earth if they indeed filled the entire chest. Yet I gave them a cursory look at best as the past struggled with the present.

She levitated about a dozen of the gems from the chest and fit them along the collar of the dress. Rarity stepped to one side, letting the light hit them fully. They sparkled beautifully.

My heart lurched.

"Wonderful!" Rarity said. "They bring out your eyes perfectly, and the spot of bright gold from the pendant accents the darker colors so nicely. Now, it does look a bit plain right now, but I will be adding additional patterns and accessories. Yet I believe the colors and basic design really speak to me." She stepped aside, her horn glowing. A full-length mirror slid across the floor and stopped before me. "Tell me what you think."

I stared ... struggled ... and the past won.


~~~


I stood in front of the mirror, staring with wide eyes. My trembling hand reached up to the collar of the dress, where the rhinestones glittered. The dress fit snugly but comfortably, balancing just the right amount of accentuation that my burgeoning femininity desired with the modesty my twelve year old body demanded.

"What do you think?"

I smiled. "It's beautiful, Mom. It's beautiful!"

"Do you really like it?"

"Oh, God, yes! Is this from your new line?"

"No, dear. This is yours."

I blinked. I turned and looked up. "Wh-what?"

My mother smiled. "I made this for you, and just for you." She squeezed my shoulder. "Happy birthday, Rachel."

I lifted my arms. She reached down and hugged me. "Thank you, Mom. You're the best."


~~~


"Ah ... Candy?"

I trembled. My eyes misted.

"Are you all right?" Rarity asked. "If ... if there's something wrong with the dress, I can--"

"No, it's b-beautiful," I croaked.

"Are you quite sure?"

I swallowed hard. "R-Rarity ... could you give me a moment alone?" Something trickled down my cheek and around the side of my muzzle. "P-please?"

"Yes, of course, dear," said Rarity quickly as she turned away. "I'll, um, keep Fluttershy company for a bit."

She had barely fled the room when my eyes blurred with tears.

Goddammit. Three years. Three fucking years since I had ever shed a tear over my mother. Why the hell now? Why in a stupid pony body in a stupid pony world when it didn't even matter anymore?!

I sniffled, wiping my eyes with my foreleg. I took a deep breath to compose myself. I had no right to go into total breakdown. That memory belonged to someone who no longer existed. Rachel Darrow was no more. I was Candy Swirl, a pony whose past was irrelevant. All that mattered was the present.

When I had managed to halt the silly waterworks, I called out to Rarity. Both her and Fluttershy stepped into the room. "Are you all right, Candy?" Rarity asked in a soft voice.

"Is there something we can do?" Fluttershy asked.

I looked at Fluttershy. I had to stop with this nonsense that she reminded me of Michelle. She was just a pony concerned for my welfare. I managed a small smile. "Thank you, both, but I'm all right now." I looked at Rarity. "The dress is beau ... g-gorgeous. I'm sure it will look spectacular once you have it done."

Rarity slowly smiled. "So long as you are truly pleased with it, dear."

"I am. I'm sorry for before. I just ... um ... the stress of everything just kind of got to me for a moment. This is the first day since I was found on the farm where I've actually had some fun."

Rarity's smile widened. She magicked the entire dress from my body and placed it gently on one of the ponnequins. "I am very pleased to hear you say that, and I will be sure to make this dress live up to your expectations."

"It does look very lovely," Fluttershy said. "Um, Candy? Are you sure there isn't anything else you need to talk about?"

My heart lurched again, but I ignored it. No more emotionalism, I had had enough of it. "I'm fine, Fluttershy, but thank you for asking."

She smiled faintly at me, and I tried to ignore the bit of doubt I saw in her gaze.