The Tale of Lord Barleycorn

by Blue Cultist


32. When pigs fly... Part 1

The Tale of Lord Barleycorn
- - - - - -
Chapter 32: When pigs fly... Part 1
---

Rarity fidgeted in her chair as she relaxed, or at least she tried to. This was not the first time she had eaten at Tablecloth's, but before she was under the impression that this would be the one and only time she would have to endure... paisley. This tacky, faded, and peeling wallpaper might have been in style when Rarity’s great-grandmother was a foal, but now it was in dire need of replacing. From where she sat, Rarity counted three places where the wallpaper had come detached from the wall and had been clumsily tacked back in place with nails.

Framed black and white photographs and yellowed newspaper clippings were the only actual decorations. They mostly depicted small-town events that Rarity had little interest in. The several that had caught her eye were head-scratching to say the least.

One was a celebratory article with a photo of the town’s weather team, apparently they had managed to keep the townsponies safe during a ‘rogue tornado.’ The age of the newspaper suggested that this had happened quite some time ago, and thankfully the townsponies were quick to inform her that such a storm had only struck the town once in its strange yet vibrant history.

Another article held something less terrifying but less hopeful. The title read; 'Hollow Shades Press closing. Thank you for the memories.' Whoever was writing it tried to paint a happy picture by pointing to past deeds of this periodical, but ultimately this newspaper could not exist without the mill, or the paper that it provided.

The pictures however, were more to Rarity’s interest. They showed the town in its prime, a bustling, charming rustic town that Rarity imagined was bright and cheerful despite each photo lacking any color what-so-ever. One image even had Princess Celestia and a contingent of royal guards visiting a much healthier Main Street for the town’s centennial celebrations.

Of all of these photos and news articles, only one was recent. It was a picture of Lord Barleycorn, and strangely he was upside down hanging from a tree.

The encroaching night had spurred a young unicorn filly, barely a mare by Rarity’s eyes, to begin lighting the old, tin lanterns that lined the restaurant's walls. Each of these decrepit and battered lanterns looked more at home in a coal mine than an eating establishment, but they proved to be more than adequate for keeping Luna’s night confined to windows and doorstep.

Yet, despite all this dreary antiquation there was a hopeful buzz in the air that gave Rarity something genuinely positive to focus on.

The two waitresses that had served Rarity and her friends on their first visit were now moving at a fevered pace. Every seat was filled to capacity, from table to barstool, and yet more ponies were loitering about outside on the boardwalk. Crowded as the restaurant was, Rarity was happy to see there truly was an abundance of life in this quiet, dilapidated town. Ponies had wandered in from their fields or from neighboring buildings to eat, to talk, gossip, laugh, and occasionally gawk at the visiting princess.

Rarity was hardly surprised by their curiosity. Word of Princess Luna’s return had only recently trickled down to these ponies, the sudden arrival of a completely unknown alicorn had understandably been met with confusion. What had surprised Rarity was that Twilight had been virtually ignored in favor of Lord Barleycorn… until he had departed for the day.

But as quaint and friendly (if somewhat eerie) as this town was, Rarity would have rather been seated back home. There, she would have a nice, crisp salad with cranberries and imported cheese, followed by a bubble bath and the rest of her nightly grooming regimen before slipping beneath her silken covers.

Instead, all she had to look forward to was a stiff cot and the 'lumberjack special,' whatever that was. She had asked the the waitress what she should expect, but to her shame, Rarity had spaced out midway through the waitress's explanation and just nodded along with it. Once the waitress had their orders and left, Rarity had set her head on the clean, though very scuffed table and did her best to ignore the strange snickering of Applejack and Rainbow Dash.

While Rainbow and Applejack seemed to be acting like their usual uncouth selves, Twilight was trying her best to drink the tea that had been provided to her by the kitchen staff without cringing.

"Something wrong with the tea, Twilight?" Fluttershy ventured, looking a little worried, "Is it not sweet enough?"

"I'm... not sure." Twilight smacked her lips as she stared down at the contents of her tea cup, "It’s alright, but it’s got this strong aftertaste I can't place... and it smells like pine sap."

Applejack cocked an eyebrow and without asking for Twilight's permission, she pulled the tea cup over to her and sniffed it. Twilight thought for sure that the farm pony was going to take a sip, but instead Applejack frowned deeply and pushed it back across the table.

"That's ‘cause it's pine needle tea." Applejack deadpanned.

Rarity grimaced as she lifted her head from the table, "Ugh, what pony would pay for a cup of hot pine-water?"

"Actually, the menu said ‘free tea every day.’ Now I see why it’s free." Twilight sighed, this probably meant there wasn’t any other selection to choose from.

Applejack however gave an indifferent shrug, "Eh, it’s sumthin’ of an acquired taste. ‘Lotta older farm ponies Ah know get a hankerin’ for it off an’ on. It’s good for ya if you ever run out of fruit in the winter."

"Ugh, another one of Granny's home remedies?" Rainbow stuck out her tongue in disgust.

Twilight giggled, "Something you have experience with, Rainbow?"

"Don't even start." Rainbow snorted, "The last time Applejack and I had one of our competitions at her farm I ended up crashing into a beehive. Before I had even gotten up Granny was smearing honey on me and force feeding me some weeds."

Applejack nodded, "Coltsfoot. And weirdly, honey does help with bee stings."

"Yeah, it was nice until the horse flies started chasing me all over town." Rainbow narrowed her eyes as she heard her friends start to giggle. "It wasn't funny."

"If ya say so sugar cube." Applejack chuckled, "But Granny knows a lot about old remedies like that. She's no Zecora, but they had to know stuff like that back before hospitals were common."

"And the ponies here use them?" Fluttershy asked.

Applejack shrugged. "I 'spose so. Ol' Doc Nova don't seem to get a lot of visitors an' most farm ponies Ah know prefer to doctor themselves."

"All the more reason we should introduce some civilization to this creepy hamlet." Rarity grumbled, "Speaking of our 'friend' in the medical field, did any of you take the time to find alternative lodging for tonight?"

Each of Rarity's friends looked to each other, but nopony seemed eager to speak up.

Rarity deflated, her head again coming to rest on the table, "Rainbow Dear, I don't suppose I could persuade you to go to Ponyville and bring me-"

"I spent today flying from here, to Ponyville, to Cloudsdale, and back, I'm not making another round trip to Ponyville today. Plus, there’s no way I could ever carry anything as heavy as your bed." Rainbow deadpanned.

"I was going to ask for the camping equipment I used for our little hike to Winsome Falls. But I suppose it’s too late in the evening to ask you for that sort of favor." Rarity sighed, "I would prefer camping to that dreadful clinic."

"Well... maybe tomorrow." Rainbow offered, "We'll see."

Elated, Rarity sat up in her chair only to let out a long yawn, "Excuse me, I spent much of the day working on Nightmare- er, 'Halloween' costumes."

Twilight blinked, not sure why that would have Rarity looking so exhausted, "Isn't that something you normally do every Nightmare Night?"

"Yes, and I had Cross Stitch helping me and he's a delightful stallion, but..." Rarity winced, "Let's say his standards are not quite the same as mine."

---

"There’s no way I’m letting you use that." Rarity stated firmly as she glared across the tailor shop.

Cross Stitch rolled his eyes, "I'm just saying we could supplement the lining with this old fabric I’ve been keeping for a rainy day. This way we can stretch the quality material you brought from Ponyville to more costumes."

Rarity stamped her hoof down on the shop floor, "That 'fabric' is so old the pattern's faded to nothing, and it’s mildewed! Did you leave it out in a barn?"

"I didn't leave it out in a barn." Cross Stitch huffed, looking quite offended, "I found it in one."

---

Rarity shuddered, she’d spent a whole day in that small tailor shop with Cross Stitch and those musty old bolts of scavenged fabric. She had balked at the sight of the curtains and bed sheets he had been using for material, but that musty, mildew odor had nearly curled her hooves. She sniffed her mane for the thousandth time that day, still convinced she could smell mildew beneath her perfume.

"But you did get the costumes for the play finished, didn't you?" Fluttershy asked.

Rarity let go of her mane, a little embarrassed of herself, "Of course, we finished those after several hours. What held us up was that we had to plan every costume out before we began cutting the material so not to waste anything. Lord Barleycorn kept insisting that the costumes should be kept, as he called it, 'homespun' as possible. No sequins, no gems, no anything... that was until I was able to convince him a few ribbons here and there might give them just a little pizzaz."

"Wait, you got to speak with him today?" Twilight blinked, setting her tea aside.

"Oh yes, and he’s quite the flatterer." Rarity giggled, "We had a short chat after the curtains I created for the stage. Oh, and he complimented my mane. I did most of the talking, and poor Cross Stitch was so nervous he barely spoke… at least until Lord Barleycorn left."

Twilight frowned, "So nothing came up besides the play and curtains?"

"Sadly, no. The mayor of Hollow Shades arrived, wanting to know some trivial detail of the festival while we were discussing fabric choices." Rarity shrugged, "Hindrances aside, we had enough fabric to finish everything, and I was able to put a few tasteful ensembles on Cross Stitch’s racks with what was left over."

"And I threw that nasty fabric in the trash when Cross Stitch wasn’t looking." Rarity added silently as she sipped her ice water… which was just well water with ice in it.

"Guh, the mayor… I forgot about our little chat." Twilight rubbed her face with her hooves.

Fluttershy looked to Pinkie, "I thought he was a nice pony."

Pinkie gave her friend a confirming nod, then turned her attention to Twilight. "Did he say something really mean?"

Realizing what she had implied, Twilight quickly shook her head.

"No, no, it wasn’t anything Silver Lining said. Actually, I got to ask him a all sorts of questions about the town’s history while I was keeping an eye on the foals when Lord Barleycorn took a break from rehearsing." An excited grin spread across Twilight’s face, then quickly disappeared as she saw the confused looks of her friends, "Erm, right, the mayor wasn’t the real problem. Silver Lining had come out to speak to me, and he had come almost dragging the doctor behind him."

Rarity scoffed, "Well that explains why you had a bad experience."

Twilight nodded, "Yeah, the mayor brought him to formally apologize for the conditions of the clinic and made him apologise for making us all sleep on those cots."

Rarity leaned forward, liking where the conversation was going.

"Then Silver Lining apologized again because that there isn’t room at his own home for all of us. But he promised that he’d have something delivered to the clinic that would be better for us to sleep on than those cots." Twilight frowned, "And that’s the good news. The bad news is that I couldn’t get anything out of the mayor about Lord Barleycorn. More of that superstition about gossip offending the spirits."

"There’s a lot of those kinds of ponies ‘round here ‘Twi." Applejack rested her head in her hoof, "The corn husk dolls in the windows, ponies crossin’ their forelegs… heck, one of the lumberjack ponies even told me one of the farmers was restoring a small shrine out in his field to help attract good spirits to look after his crops."

"Can we officially declare this is the weirdest town we’ve ever come across?" Rainbow sulked.

"Oddities or not, I’m pleased to hear that we’re all getting something better to sleep on." Rarity beamed, "Remind me to get the mayor’s measurements and I’ll be pleased to make him something tasteful… when we get back to Ponyville."

Applejack raised an eyebrow at Rainbow, "Come ‘ta think of it Dash, where were ya today? Ah didn’t see much of ya while I was settin’ up the stage fer the youn’uns, an’ Ah know it don’t take ya all day ta fly from Ponyville to Cloudsdale, an’ Hollow Shades ain’t much further away."

"I was around." Rainbow said defensively, "I wasn’t going to let a few feral clouds keep me on the ground, so I decided to show some of these local pegasi what a future Wonderbolt looks like..."

---

Rainbow was not having fun. She had asked for Melon Fizz to give her a few tips on flying in the wild winds of Hollow Shades, not accompany her on cloud control. Back in Ponyville that sort of grunt work meant bucking and pushing clouds to their proper place. Here in this freaky town it meant poking, prodding, and math. Lots and lots of math.

"See? I don’t get why you out-of-towners think this is so weird. It’s not even that hard." Melon Fizz said as she hovered nearby, writing down something in a note pad. Probably more egghead stuff.

Rainbow Dash grimaced as she tried to maintain a brave face. The wild cloud beneath her felt half-solid, like standing on quicksand. She had nearly fallen through it when she first landed, and was only managing to stand on it by constantly moving her hooves.

"Yeah, I knew it’d be easy." Rainbow lied as she pulled her forehooves back out of the cloud, "I guess this is all you do?"

"Nope." Melon Fizz answered before leaning in and actually taking a bite of the cloud she was studying. She chewed it, then swished it around in her mouth before spitting the rainwater it into a small vial with various measurements on its side. "Pretty dry for a cloud... almost no moisture content."

Rainbow just stared at the weather mare, "This whole town is freakin’ weeeeeird..."

A sudden cross wind nearly knocked Rainbow off her cloud, but Melon merely opened her wings and let the wind carry her back a few yards before she playfully twirled and glided back to Rainbow’s side. Rainbow cleared her throat, trying to play it off as nothing but Melon just smiled without any hint of superiority.

"North by Northeasterly winds, I’d say twenty three miles per hour." Melon casually stated before logging it in her notepad.

"Is it always like this?" Rainbow asked, "With the winds I mean."

Melon looked around her, as if she expected to see the wind that had just blown by. "Eh, it was only a little cross wind. When we get storms we gotta take measurements and that’s a lot more exciting. The lightning’s almost as bad as the wind."

It wasn’t the fact that the weather mare had admitted to flying in these untamed skies during a thunderstorm that struck Rainbow. It was the idea that a pegasus would be willing to do that with the constant threat of electrocution. Lightning from normal clouds was painful, but the Everfree’s clouds were known to be lethal!

Rainbow had been so struck by this revelation that she hadn’t noticed how deep she had sunk into the cloud and promptly fell right through it. By sheer coincidence, Rainbow’s fall was a short one, she fell directly onto a clothesline, startling a portly old mare who had been hanging bed sheets out to dry, then bounced into the waiting boughs of a tall sycamore tree.

"You okay down there?" A concerned Melon Fizz yelled down to Rainbow.

"Y-yeah, I’m alright!" Rainbow called back, "Be back up in a second!"

Then and there Rainbow decided she had to hear more about this weather team.

---

"Ponies back in Cloudsdale are never going to believe I flew over Hollow Shades and walked on feral clouds!" Rainbow pressed her hooves to her mouth to keep herself from squealing with excitement.

A peek around the table reminded Rainbow that was being watched, and quickly faked a cough before folding her forelegs behind her head and leaning back in her chair in an attempt to look cool.

"I think I left a good impression on them. Melon at least gave me a decent soda after we were done." Rainbow said, putting on her best smile.

"Oh those were good." Pinkie said wistfully, only having a glass of boring water to nurse until their food arrived.

Applejack narrowed her eyes, "So ya just pestered the weather ponies while the rest of us were helpin’ out with this here festival?"

"What? No way, that was after I got back from slapping those fliers up all over Ponyville and Cloudsdale. After a short rest I needed to get the hang of walking on these weird clouds so I could keep an eye on ‘Lord Barleycorn,’" Rainbow made air quotes with her forehooves, "I figured maybe he’d do something if he thought nopony was watching."

"That’s not a bad idea, he did keep excusing himself when he was with me and the foals." Said Twilight, "And did you see anything unusual when he was walking around?"

Rainbow visibly deflated, "Besides him being a talking scarecrow? Not a thing. He did a lot of talking but I couldn’t hear any of it because of how high up I was. When he left town I tried to follow him but I lost track of him in the corn. I think he might have been heading for the Everfree."

Applejack rolled her eyes, "Seems like ya wasted a lotta time if ya ask me."

"Oh yeah? I saw you gettin’ pretty chummy with those lumberjacks when the stage was finished." Rainbow shot back, "Thinking of trading your apple cart for an axe?"

Applejack took a breath, she needed her calm if she wanted to get through this, "Hardly. Ah just figured it’d be best if we got the common pony’s impression of all this."

---

Applejack let out a very unladylike belch as she set her clay tankard down on her coaster. True to the lumberjacks’ boasting, it did serve a decent beer, but she decided to take their word about the harder stuff. She wanted to rehydrate after finishing the stage’s rigging, not get rip-roaring drunk.

And if she let her drinking partners get that drunk she’d never get any information out of them.

She was currently sharing a table with three of the lumberjacks that had lent her a helping hoof in completing the stage. The Rusty Nail was a little too crowded for her tastes, and theirs too, apparently. Instead of sitting inside at the counter where the other patrons were swapping old, half-embellished stories, the four of them were seated out on the boardwalk at a short table that had been nearly ruined due to exposure to the elements.

"So what’ya make of Lord Barleycorn?" Applejack asked as she wiped her mouth with her hoof.

Two of the three lumberjacks she had been sharing a drink with nearly choked on their drinks. All three of them hastily crossed their forelegs and spat to their left before glaring at Applejack.

"Mind yer tongue lass!" Buckeye bellowed as he patted his coughing friend on the back, "If ya really are kin o’ the Harvests than ya know better than gossip aboot our Everfree neighbors. ‘Specially if’n they be so willin’ ta help us fer nothin’ more than a wee filly’s smile."

Ironwood, His bigger colleague nodded, finally finished clearing his throat, "Da, old stories say They-Not-Us very easy to offend. If you do, they make life very difficult."

Springstep, the smallest of the three adjusted his gray cap and leaned back in his chair, clearly not as agitated as his friends. "Can’t imagine it getting much worse, last night I was so hungry I thought about eatin’ my hat."

Ironwood leaned forward, almost getting in Springstep’s face, "Do not complain. Last night I so cold I consider burning bed for warmth."

Buckeye slammed his freshly emptied tankard on the table, grabbing everypony’s attention, "An’ last night I was so drunk I almost paid my tab!"

The three of them burst into raucous laughter, and Applejack even felt herself chuckling along despite not knowing these rowdy stallions for very long.

The laughter died down, and another round was ordered when Ironwood looked out to the encroaching treeline behind the water tower. Applejack glanced out that way, but only saw the thick maze of brown tree trunks and orange-red leaves.

The iron-grey stallion sighed as he cheerlessly poked at his empty glass, "Things were better in old days… with mill. Had much laughter like this."

"You guys seem like you get along just fine." Applejack offered the larger stallion a smile.

"Aye, but ya should’a been here when the town was alive." Buckeye sighed, now sharing his friend’s somber mood, "’Course that’s before that scum-suckin’, moss-eatin’ dandy, Pencil Pusher came ta town an’ tried ta make everythin’ ‘cost effective.’"

The lumberjacks all shared a groan of contempt.

Confused, Applejack decided to ask the obvious question, "Who’s Pencil Pusher?"

"The moron that they put in charge of the mill when River Stone sold it." Springstep said with a light shake of his head.

A sneer formed on Applejack’s lips, "Ugh, I heard about the things he did from a few ponies. They said he kept tryin’ to make it like some fancy Canterlot business."

"That only start of problem." Ironwood turned to Springstep, "We should explain."

The smaller wood cutter nodded, "After he got done tellin’ us we’d have to start wearin’ uniforms an’ a lotta other bunk, he told us there’d be no more replanting; cause like he said ‘the Everfree would take centuries to clear cut.’"

Ironwood’s cold eyes narrowed, "Is sacred promise of lumber pony to give back to forest, and not take too much at once. Angers spirits, but puny Pencil Pusher not believe. We try to explain to him, he docks our pay."

"Then he says ‘no more forest offerings,’ then said we’d start having night shifts with new high power lights he brought in. Nopony in Hollow Shades works at night." Springstep chuckled grimly.

"’Cause the, er, ‘neighbors’ come out at night to sharpen yer axes if ya done right by ‘em." Applejack nodded as she parroted her grandmother yet again.

"Ah, ya do know the ol’ stories Lass! ‘Course, that’s also ‘cause the forest gets a mite dangerous when the sun goes down. Even fer us." Buckeye laughed, "‘Most’a the townsfolk didn’t mind the ol’ legends much b’fore his eminence arrived, but we woodsponies always did. But when that rich fop stopped us from practisin’ the ol’ ways… that’s when we started havin’ accidents."

Applejack tilted her head, not sure if she liked what she was hearing. "Like what?"

"A lot of little things. Seemed like we couldn’t keep the axes sharp enough, the belts on the splitter kept snapping… bunch’a the guys started leavin’ little offerings near the woods to try an’ make peace with the ‘neighbors.’ They got fined for ‘littering.’" Springstep’s frown then deepened to an angry sneer, "Then he got rid of the Fey Stone."

The lumberjacks groaned again, and they reached for their drinks to try to drown their pent up anger. Buckeye groaned a second time when he remembered he had already finished his glass.

Applejack raised an eyebrow, this was the first she’d ever heard of anything like this. "Fey Stone?"

"Was large stone we kept in mill. Big as pumpkin but round like ball." Ironwood smiled as he explained, "First woodsponies who built Hollow Shades find while clearing space for mill’s construction. It brings good luck if kissed in the morning."

Applejack could taste a bit of of her beer coming up at the thought of what how nasty that rock must have been if dozens of sweaty, burly lumberjacks kissed it day after day.

Ironwood continued, the smile on his square jaw shifting into a deep scowl, "But then we come in to work and find Fey Stone not in mill. Pencil Pusher say we need to embrace modern world, that no such thing as ‘spirits.’ We demand to know what he did with stone, he not tell. We say we not work until we know. He finally say he threw it in river. After work we spend day scouring river bed, but we never find it."

---

"Wait wait wait," Rarity rubbed her forehead with her hooves, "This stallion was put in charge of a group of ponies he knew nothing about, completely restructured a working business to be less efficient, disregarded local traditions, then ran off when it didn’t make him any money?"

"That’s the long and short of it, yeah." Applejack grimaced, "An’ ‘cause he didn’t sell the place back to the workers they couldn’t legally do anything with the mill."

Rarity’s face turned a shade of red, but instead of yelling she put her head in her hooves. Her friends watched her as she took several slow breaths until finally she seemed to have herself under control… only for it to shatter immediately upon opening her mouth.

"Absolute incompetence." Rarity spat, "It’s a wonder that these ponies didn’t chase him out of town for behaving so shamefully. Clearly they have better manners than that witless gelding."

"Ah’m right there with ya, Rares," Applejack said, her nostrils flaring, "Course, they didn’t take things that far, but that’s not the end of it. They told me a lotta the other woodsponies pulled up stakes and left town when they started havin’ accidents. ‘Few of ‘em got hurt real bad, an’ then they started whisperin’ about how the whole Everfree had turned against them after Pencil Pusher got rid of that rock a’ theirs."

Fluttershy blinked, "Why? They didn’t throw the stone in the river, or stop trying to be nice to the spirits."

"It’s… complicated." Applejack wetted her lips as she chose her words carefully, "In a lot of the ol’ stories the spirits could be real flighty. They’d move a mountain for ya fer a song, but they’d also make yer house cave in fer a small insult."

Fluttershy’s nose wrinkled as she almost looked offended, "That doesn’t sound like something Lord Barleycorn would do."

"And how would you know?" Rainbow asked.

Pinkie giggled as she nudged Fluttershy "Tell her!"

"Alright." Fluttershy took a deep breath and began to explain...

---

Fluttershy had spent the entire morning trying to make a few new animal friends around Hollow Shades. Since her pony friends were busy with their own little tasks, she thought that it would be wonderful to not only make a few new friends, but to enlist a little help in decorating the main road.

Back in Ponyville, all Fluttershy would have needed was a few soft-spoken words and maybe a little loving care to earn an animal’s trust. But this wasn’t Ponyville. The morning came and went, but no matter how Fluttershy approached them, the animals would dart into the thick undergrowth of the Everfree before she could even say hello.

The animals that didn’t run weren’t much help.

A murder of crows were roosting in a tree by the road, but when Fluttershy approached them they began to threaten her with snapping beaks and shrill caws. Even the promise of sweet corn wouldn’t let her come near their tree.

A family of raccoons nesting under the general store’s porch were more friendly, but they were all lethargic from a night of fattening themselves for winter. Being nocturnal creatures, Fluttershy decided it was best to just let them sleep.

Yet despite these attempts ended with failure, Fluttershy persevered. Although it had taken all morning, Fluttershy had better luck with the smaller and more abundant creatures of Hollow Shades. This help came in the form of spiders, dozens of them.

Fluttershy noted that they were all quite large, easily dwarfing the tiny spiders that spun their webs in her garden back home. Not that it really mattered, she reasoned it was just another quirk of Hollow Shades.

Two of her more enthusiastic eight-legged friends were riding on her back, and another had crawled into her mane as she scouted for ideas on how they might help her decorate the town. The rest were following behind her, trying their best to keep to paths that wouldn’t result in them being stepped on or swatted.

Occasionally, Fluttershy stopped to look over her shoulder to make sure her new friends were alright. A few ponies were staring at her while the spiders followed her. She understood that most ponies would be frightened by spiders, but she also knew better than to judge any living creature simply by how it looked. Spiders were necessary to keep other bugs from overpopulating, and in reality were just very shy around anything bigger than they were.

But now that she had help, what should she do with them?

Thankfully help came from Pinkie Pie, who was able to talk from the open window of Tablecloth’s kitchen...

"Why not have them web everything up? It’d be super spooky to have big spider webs hanging down all over the place!" Pinkie grinned as she popped another pumpkin pie into the oven.

Fluttershy shook her head, seemingly unconcerned that a large black and yellow garden spider crawled over one of her front hooves, "That’s too much. Spiders normally only spin one web that lasts them several days, and they have to eat a lot of bugs to make that much webbing. If I asked them to do more than that they’d be working themselves to death."

"Then why not have them web one super-big thing?" Pinkie popped the door of the oven shut with her hip, "The first thing we saw when we got into town was that water tower. If they put lotsa webs in there, maybe we could hang all sorts of stuff in them too!"

The mention of the water tower sent a shiver through Fluttershy’s entire body.

Last night while the rest of her friends had managed to get to sleep, Fluttershy had decided to step out onto the boardwalk after getting a drink of water. The fresh air and the chirping of insects usually helped her sleep, but once she quietly closed the door Fluttershy had realized that the differences between Hollow Shades and Ponyville did not stop at the town and the ponies who lived here.

The only thing in the air that night had been an icy chill. The wind did not blow, and no sound could be heard no matter how hard Fluttershy had strained her ears. The forest itself seemed to lean inward over the mouldering roofs of the town, further adding to a sense of claustrophobia that had slowly been growing in the timid pegasus’ chest.

That’s when Fluttershy’s attention wandered to the end of the road, to the water tower.

The wretched structure had been an awful sight in the day, but at night it was truly a ghastly sight. The way its wooden support listed to one side birthed a multitude of worst case scenarios in Fluttershy’s mind--all of them involving the tower’s sudden collapse. But that possible calamity was firmly rooted in reality, something Fluttershy could understand. What she saw she could not explain.

While Luna’s moon did it best to bring some dim light to this town and the dark patch of forest that bordered it, the water tower stood black as pitch--utterly untouched by moonlight.

No cloud hung overhead to create this shadow, no tree was tall enough to match the tower, and Fluttershy could see the tower’s own shadow resting in the street. The only thing that could explain this was the ghosts that haunted this whispered town.

Fluttershy didn’t know how long she had stood there in the moonlight, frozen in panic as the details of a dozen ghost stories were dredged up from her youth. She stared up at that shadowy giant, her breathing becoming faster and faster, and her heart beat louder and faster, but she could not look away or move her hooves. It was only when the unearthly silence was broken by a swell of wind rustling the trees that whatever spell had fallen on her was shattered. It had been in that instant that Fluttershy took full advantage of her freedom and fled back inside to hide under her thin blanket until the morning.

But in the morning, Fluttershy was not sure if what she had experienced under the moon was dream or reality. Yet the fear was real, and whenever Fluttershy had looked at the water tower since she felt a splinter of that fear in her heart. Yet, she did not tell her friends. She would merely avoid the tower for now and endure it for the sake of the town.

Only an hour ago she had muscled up the courage to speak to an elderly mare about what she had seen. She told the mare of how frightening the tower had been, how silent it was, and how the moonlight seemed to refuse to touch the leaning structure.

This kind mare had answered with a hearty chuckle before confirming the worst of Fluttershy’s fears. Yet this elderly mare spoke kindly, and merely described the encounter as a ‘prank.’ The spirits were known to cause shadows to move in strange ways, and it was not the first time she had heard some strange sighting near or about the old tower.

For Fluttershy, the idea of working near the water tower that was not only unsafe but confirmed haunted was completely out of the question.

"I think I’ll try to think of something else." Fluttershy forced an awkward smile for Pinkie’s sake, "But you know, that is a good idea. Maybe some of the most colorful leaves stuck in the webs so they look like they’re floating in midair. That would look pretty hanging from a tree."

Pinkie giggled as she brushed the flour from her hooves, "Silly Fluttershy, that’s not scary at all!"

"That’s kind of the point…" Thought Fluttershy, still trying to hold onto her smile.

Pinkie continued, oblivious to her friend’s uneasiness, "I mean, we’re in Hollow Shades, one of the spookiest places in Equestria. If ponies are going to be coming here for a spirit festival then they should get their bit’s worth of scares!"

Fluttershy lowered her head and tried not to look in the direction of the water tower, "I’m willing to help these ponies Pinkie, but… maybe you could make another suggestion?"

Pinkie Pie stepped up to the window and poked her head out. She only managed to speak a single syllable before devolving into a squeal of excitement as she stared at something behind Fluttershy.

Turning her head, Fluttershy expected to find one of their friends approaching them. Instead, what she saw was the tall and lanky form of Lord Barleycorn, the scarecrow she and Applejack had met the day before. He waved a sleeved hand to Pinkie Pie then tipped his hat to Fluttershy, which the pegasus cautiously repaid with a timid wave of her hoof.

"And how are preparations coming along for you two lovely mares?" Lord Barleycorn asked, his voice almost as cheerful as Pinkie’s.

"Great! If I can get a few more things I should be able to get everything done by tonight." Pinkie ducked her head back into the kitchen to retrieve a small grocery list.

It was only after Lord Barleycorn had given the list a good shake to remove all of the loose cake flour that he was able to read it. He nodded once, then tucked the scrap of paper under his hat, much like how Fluttershy had seen Applejack do on occasion.

"I’ll ask the ponies at the general store on your behalf if they have anything to spare. With a little luck we can get you what you need a timely manner." Lord Barleycorn gripped the brim of his hat, adjusting it slightly, "Just give me a little time."

After backing away from the window, he turned to face Fluttershy, "And how are you faring, Lady Fluttershy?"

"Well, I… um... " Fluttershy looked down at the ground, pretending to be distracted by the wolf spider that scuttled across the boardwalk like a small crab.

There had to be something else she could do, something that didn’t require her to go along with Pinkie’s suggestion. Maybe the school? No, that was on the edge of town and nowhere near the stage. The play had plenty of ponies working on it, so there was no way she could get anything done there.

Maybe he could speak to the spirits who did that mean trick with the shadows to be a little less creepy? Maybe ask them to leave her alone? It wouldn’t hurt to ask, but was that the polite thing to do? She knew Princess Celestia would listen, but Lord Barleycorn was a king...

A glance up brought Flutteryshy’s train of thought to a screeching halt. The Autumn King was standing before her, staring down at her with a hint of impatience in his eye. The last thing she meant to do was offend a powerful spirit, so Fluttershy hastily crossed her forelegs in the same gesture she had seen the local ponies make when addressing him.

This gesture proved to be a little more awkward than Fluttershy expected, and she stumbled and fell forward onto the boardwalk… or she would have if Lord Barleycorn hadn’t rushed forward and caught her.

"Up, there ya go..." Lord Barleycorn grunted as he lifted Fluttershy up, then set her back down on all four hooves. "There now, nopony hurt?"

Fluttershy shook her head, at a loss for words.

"Good." Lord Barleycorn chirped, his pleasant demeanor returning, "Now, would would mind explaining why that happened?"

Fluttershy’s ears folded back as she recoiled behind her pink bangs, "Well... I was trying to be polite..."

Lord Barleycorn gave a disappointed shake of his head, "Polite? My dear, dear Fluttershy, I fail to see how nearly falling on your face is polite. You had me worried."

"I... I mean I was trying to make that um, sign..." Fluttershy said, her voice trembling a little.

"She means this!" Pinkie declared, then crossed her forelegs on the windowsill.

Lord Barleycorn looked to Pinkie, then let out a tired groan before he turned his attention back to Fluttershy, "Lady Fluttershy, you have nothing to apologize for. Do not think that I'm some Nightmare Night spook that lives to scare foals, or some fickle and bitter ghost of the wasteland."

He then reached out and lightly booped Fluttershy on the nose with his sleeve.

"I'm a fun spirit." He added with a wink.

Fluttershy reacted by putting her hoof to her muzzle, still able to smell the odor of hay and dust from his sleeve. There was a tickle in her nose, her mouth parted, and then she sneezed.

"Oh, excuse me..." Fluttershy squeaked, her cheeks tinged red with embarrassment.

Lord Barleycorn dismissed her apology with a wave of his sleeve. "Nothing to be ashamed of, these things happen."

Jack fought back the urge to 'd'aww' at Fluttershy as she dabbed her nose with a napkin supplied by Pinkie. "Jeeze, all the cute animal videos would be completely forgotten if I could put that on the internet..."

Fluttershy was barely done wadding the napkin up to throw away when Pinkie leaned out of the window.

"Hey Fluttershy, maybe you could ask if somepony could help you get the water tower all webbed up like we were talking about!" Pinkie then gasped, "Maybe a big spider spirit that can make really, really big webs!"

Fluttershy's hooves fumbled and she dropped the used napkin.

Lord Barleycorn looked over at the listing structure, "Have the spiders spin their webs all over the water tower? Not a bad idea. But I don't know of many spider spirits in this part of the forest. Most are settling down for the winter anyway, and they’re very grouchy when disturbed. Not my prefered audience at all."

Fluttershy whimpered, her lower lip disappeared as she avoided looking at Lord Barleycorn or the tower.

Lord Barleycorn took a knee in front of Fluttershy, his sleeve gently cupping her muzzle and coaxing her to turn toward him, "Hey now, what's got you so worried?"

Two big eyes met the scarecrow’s, then fixated on the boardwalk. "I... I don't want to go near the water tower..."

Lord Barleycorn let go and placed his sleeves on his knee, "Is it because it's tilted to one side?"

Fluttershy's eyes again flicked from the ground to Lord Barleycorn, "That's... part of it."

"Only part of it? Maybe if you tell me, I can help." Lord Barleycorn offered, "And for the record, I’ve climbed that tower once before. I know how scary it can be."

This surprised Fluttershy, "You were scared?"

Lord Barleycorn nodded, "Of course, I may be the King of Scarecrows and ruler of Autumn but I have my fears too. I’ve climbed that tower in the dead of night, then played a song for the town while standing on it. I feared it might collapse beneath my feet, but I put on a strong face and played my best for the ponies of Hollow Shades. It was the only way to get them to listen to my proposal for this very festival."

Pinkie tilted her head, "I didn’t think a spirit could be afraid of anything."

"Oh, if you mean harm, then I have very little to fear from that. Some things can, magic worst of all, but few unicorns have that sort of terrible power in these calm and tranquil days." Lord Barleycorn chuckled, "But of course I can be scared. I even enjoy a good fright now and again. But, when it comes to keeping my promises, I’m more afraid of letting others down. So, I took a risk and climbed, and I’m glad I did."

Again, Fluttershy found her attention drawn to the tower. She couldn’t imagine anypony being reckless enough to climb it under any circumstance. Yet, there was no denying that if her friends and loved ones depended on her to climb up the side of that rotting, wooden water tower, Fluttershy would do it… albeit with great reluctance.

"Um," Fluttershy cleared her throat, waiting patiently for Lord Barleycorn to turn his head to her before she continued, "Do you think any, um, anyspirit would mind if I asked my spider friends to put some webs in the water tower? And is there anything I shouldn’t put up?"

Lord Barleycorn shrugged, "On the contrary, I know the three spirits that live in the tower. Mischievous little imps, but they’d love you for making their home look nice for Halloween."

Fluttershy’s eye twitched, "Y-you mean it really is haunted?"

"She’s got a huge spider nesting in her mane, and she’s scared of what’s basically a rain barrel on stilts… and I thought the pink one was strange." Jack rolled his eyes, "Does the idea of ghosts and spirits frighten you?"

Fluttershy answered with a silent but emphatic nod.

"Then maybe we need to do something about that." Lord Barleycorn pushed the brim of his hat up as he looked up at the clouds before tapping one of his sleeves on his knee, "Hm… what to do, what to do… Oh, there’s a thought, but I don’t know if you would want it."

Fluttershy didn’t like the sound of that, "What?"

The scarecrow turned his full attention to the soft-spoken pegasus, "If you’re afraid of the spirits of the Everfree, then how would you like to have something that would not only protect you from other spirits, but would have them protecting you?"

"What in Equestria could make them do that?" Fluttershy asked, whatever it was it sounded like something she’d keep on her at all times.

"Nothing material, at least, not to the extent I’m thinking of." Lord Barleycorn reached into his pants pocket and pulled out what looked like an ordinary, if vibrantly orange oak leaf.

Fluttershy watched the leaf as Lord Barleycorn casually spun it by its stem. Was this what would keep the mean spirits away? It just looked like any of the thousands of leaves that hung in the trees or were being unceremoniously raked into piles by the local homeowners, but something about this one seemed special to Fluttershy. Maybe it was just because it came from the Autumn Lord’s pocket, or the fond way he was looking at it, but Fluttershy felt calmed by the gentle twisting of this humble leaf.

"Is that a magic leaf?" Fluttershy innocently asked.

Lord Barleycorn ceased playing with the leaf and looked at Fluttershy, "Every leaf I touch is magic. Imbued with elder magicks, capable of amazing things if you know how to use them."

The slightest movement of whatever was within Lord Barleycorn’s sleeve brought the tip of the leaf to Fluttershy’s nose. "And I intend to have you swear on this symbol of the golden season and officially make you my Halloween assistant."

"A-assistant?" Fluttershy stuttered, as she suppressed the urge to rub her nose with her hoof.

"Ooo, can I be your assistant too?" Pinkie said as she popped out of the window to stand on the boardwalk beside Fluttershy.

"Sure, that’s not a problem, my usual assistant is currently indisposed and I need the little extra help this year." Lord Barleycorn then clandestinely leaned in closer to Fluttershy and Pinkie, his voice now a hushed whisper, "Field spirits don’t like being away from their homes when ponies are harvesting them. They’re very protective."

Pinkie nodded to show she understood, only to gasp in excitement, "Hey, wait! If you’re a King, and you’re going to make us your assistants, does that mean we’ll be knights!?"

Lord Barleycorn pulled himself to his full height and rubbed his chin, "Hm, I haven’t had a knight in nearly five hundred years…"

Pinkie reared up and pumped her hooves, hissing out a barely restrained ‘yes’ of excitement. "Do I get a broadsword? Do I get to wear armor and say ‘forsooth’ and rescue stallions from towers?"

Lord Barleycorn shook his head, "Nothing like that. While most knights go out to battle monsters and protect kingdoms, my knights usually help me pull pranks, tell stories, and generally spread merriment wherever it’s needed."

"That’s even better!" Pinkie then cleared her throat before taking a very serious tone, "I, Pinkamina Diane Pie, do swear my service to Lord Barleycorn, King of Scarecrows, Sovereign of Autumn, He Who Walks Between The Rows, Crowbane, Protector of Farmers and Foals-"

Lord Barleycorn waved for Pinkie to stop, "That’s quite enough, if you list all my titles we’ll be here for hours. I’m impressed you know so many."

A smile crossed Pinkie’s lips as she stood straight and proud, "That’s just a few I’ve heard floating around town."

"Very astute of you, Ms. Pie." Lord Barleycorn reached over and touched the leaf to her nose, "And now it’s Dame Pinkamina Diane Pie."

"Dame?" Fluttershy had never heard of the term before.

"It’s the female equivalent of ‘knight.’" Lord Barleycorn explained as he tucked the leaf back into his pocket, then gave the pegasus a wink, "And it’s a title you have now too, Dame Fluttershy."

Fluttershy’s mouth fell open. She hadn’t agreed to this!

Pinkie had the opposite response. She was bouncing back and forth on the boardwalk, her hooves making loud clomping sounds as she aimlessly jumped up and down and squeed like an excited school girl. Several spiders fled up the wall of the restaurant to avoid possible harm.

"Isn’t this exciting?" Pinkie came to a dead halt to place her hooves on Fluttershy’s cheeks "We’re knights! Okay, maybe not exactly but Princess Celestia never knighted us! Maybe we’ll get some cool autumn-themed wargear, or maybe some neato spirit powers!"

Pinkie then pulled herself away to bounce up and down in front of Lord Barleycorn, "Oh and maybe see what your Pumpkin Court looks like? How about some of the spooky spirits that live in the Everfree? Can we meet them?"

Fluttershy silently shook her head, not wanting anything of the sort.

Lord Barleycorn answered with a patient chuckle, "You’re enthusiastic, and that’s wonderful, but sadly my time wanes and my authority will end with the first snow. When that happens, your title will fade like the last light of the setting sun. It’s only a temporary position."

"Aww man..." Pinkie frowned, looking disappointed.

Fluttershy however sighed with discernible relief.

"But this does mean that you are both honorary members of my Court of Pumpkins, and have all the protection and honors therein." Lord Barleycorn explained, "No black spirit will cross your path, the tricksters will think twice before bothering you, and the easily-offended will bring any grievance to me at my nightly court. And, should word reach me about any spirit treating my lady knights in a shameful manner, then I will have the offending spirit banned from this year’s Halloween. I’ll have one of my unseen servants making sure of that."

A spirit that would be looking out for them? That made Fluttershy feel at ease, at least a little. She wasn’t completely sold on the idea of being a ‘dame,’ but having bad spirits give her a wide berth was a welcome benefit.

"So what do we do first, my liege?" Pinkie daintily crossed her foreleg and bowed her head, though the reverence she showed was swiftly demolished by the following giggle-fit.

"Keep doing as you were, and know you won’t be troubled by any lingering spectre. Halloween and Hollow Shades needs you both." Lord Barleycorn said as he casually dusted his knees, "Just do your best and there will be no shame, whatever the outcome."

Again Pinkie took on a more serious face and gave a sharp salute. "Don’t worry, Fluttershy and me will have everything ready! I’d never let a party go on without lots of candy and cakes and streamers and other fun stuff!"

"That’s what I’m counting on…" Jack grinned inwardly as he looked to Fluttershy, "And you, Lady Fluttershy? Can I get a promise from you to do your best?"

The water tower caught her attention, and while the rotting structure still seemed dangerous it now seemed to lack a certain degree of menace. Whether this was simply her imagination or the work of one spirit or another, she wasn’t sure.

"Still nervous, dear Fluttershy?" Lord Barleycorn asked in a voice as warm and gentle as a hug.

Regardless of how pleasant he sounded, Fluttershy took a step back from the scarecrow and nodded.

Lord Barleycorn slapped his chest and laughed, "As if any spirit could harm you. You have no idea how protected you really are."

Fluttershy looked to Pinkie for what that could have meant, but Pinkie only shrugged, "What do you mean?"

"I propose a trade, a secret for a promise." Lord Barleycorn winked, "If you can promise to be brave and do your best, I’ll tell you a secret about a few animal spirits I know."

Fluttershy’s ears perked up, "Animal spirits?"

"Yes, did you believe that all spirits just appear in their haunting places with no origin of their own?" Lord Barleycorn let out a good-natured chuckle, "No, the Everfree is filled with the spirits of all manner of animals. Many of them have masqueraded as living creatures for a short time to visit your humble cottage."

"Why would they do that?" Pinkie asked.

"Oh… I could tell you. But..." The scarecrow trailed off, tucking at his collar as he loudly cleared his throat.

Fluttershy frowned, she understood what he was getting at, but then an idea struck her.

"Wait, so, are animal spirits also invited to Halloween too?" She asked.

"It would be a very dull party if they weren’t." The autumn spirit answered.

Fluttershy managed to smile, this time for real, "Then I think I can try to be brave..."

---

Fluttershy stopped her story to reach for her drink. She began with a tiny sip, then drained half her glass. The well water here was surprisingly sweet, and considering the choice between water and the tea that Twilight chose, she knew she made the right choice.

Her friends, all eager to hear how this meeting with Lord Barleycorn ended, all waited until Fluttershy set down her drink.

"Well don’t keep us in suspense, what was this secret he had for you?" Rarity urged.

Fluttershy nervously glanced at the window, "I don’t know if I should say. I mean, it is a secret."

"Yeah, but we didn’t promise to keep it, and he never said we had to keep it to ourselves." Pinkie nodded to everypony else at the table, "I think the girls can keep this between us."

Rarity nodded, eager to hear what surely had to be a very interesting tale. Twilight blindly fumbled in her saddlebag for a scrap of paper while she kept her attention on Fluttershy. Applejack on the other hand crossed her forelegs under the stable, just for good measure.

"I suppose that makes some sense." Fluttershy said, "Well, so long as everypony promises not to tell anypony else I guess I can tell you."

Pinkie instantly began going through the pantomime routine for her pinkie promise, to which the rest of the gang reluctantly copied. This earned them a few quizzical looks from the other ponies in the room, but nopony seemed to judge them too harshly. Twilight took the promise the hardest as she slowly put her writing supplies back in her bag.

"Okay, well, Lord Barleycorn told me that the reason he knows so much about me is because of a friendly little bunny spirit that likes to visit my home. He then said that the bunny thinks that I’m the best singer in all of Equestria." Fluttershy’s cheeks pinkened just a little at the mention of her other talents, "Apparently all the spirits of the Everfree respect a good musician, and that it’s one of the reasons other animal spirits love visiting me."

"I don’t see how that’s any different than any pony in Ponyville." Rarity offered, "You do have a lovely singing voice."

"Thanks, but he also told me that the bunny was my spiritual guardian. He likes me so much he asked for the position at Lord Barleycorn’s Court of Pumpkins." Fluttershy beamed, her cheeks darkening even further, "I think when I get back to Ponyville I’ll make a little bed for him."

"Won’t Angel get jealous?" Twilight asked.

Fluttershy tapped her chin, "I hadn’t thought of that, but I’m sure he’ll understand when I explain it to him."

"When pigs fly..." Rainbow rolled her eyes.

"Well, that was a marvelous story, and congratulations on your newfound titles, ladies." Rarity gave Fluttershy and Pinkie an exaggerated bow of her head, which earned her an amused giggle from both of them.

Satisfied with herself, Rarity turned her attention to Twilight, "But there is one pony here who hasn’t told us about her time with our tall, mysterious acquaintance..."

Twilight pretended to interested in her tea, which had begun to cool past the ‘lukewarm’ mark. When she placed the cup back down on the table she couldn’t help but grimace at the strong taste of pine that clung to her tongue. While it had been hot she hadn’t been able to taste it all, now it seemed overpowering.

"Well, after the doctor and the Mayor had left, I decided to just keep working with the foals." Twilight levitated the sugar over to her, maybe it would help her tea. "I sort of forgot that I was dealing with a dozen farm-foals who hadn’t heard about me becoming a princess..."

---
To be continued… in part 2!
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