What if there was another side to Rarity's cutie mark story? One that featured a special pony who inspired her to become who she is today? This is the story of their bond, their love, their last days together.

Follows the episode "Putting Your Hoof Down", Twilight Sparkle is having tea with Fluttershy after the Iron Will disaster, and Fluttershy expresses her opinion of what Rarity could do to put her talents to better use for the good of everypony in Ponyville...