How to Confess to Your Mare-in-Waiting

by Carapace


1. Nerves

It was hardly the first time Twilight Sparkle found herself squirming beneath her sister-in-law’s raptor gaze with her own eyes downcast to study the dining room table as if the answers to all of life’s sequence were hidden somewhere in the woodwork.

Magical crystal palace or not, Twilight Sparkle had been born into a middle class family before she ascended. The castle would be furnished to her liking and everypony could do absolutely nothing and like it!

She chanced a look at the letter resting before Cadence, right beside a cup of steaming tea. Twilight fixed it with a glare, silently willing it to disappear so she could feign innocence and ignorance of its existence. The minute I start to cast, she thought, Cadence will cut me off and encase my horn in her magic so my spellwork won’t escape.

Of the two, Twilight was certainly the more powerful and skilled, but Cadence had experience. After all, she was the first to claim the mantle since Celestia and Luna. Not to mention the tiny little detail that she knew how Twilight’s mind worked.

It was Cadence who taught her the old “vanish and look innocent” trick.

Cadence hummed. The sound of magic rang through the air as she raised her cup to her lips and took a sip. “All those years you spent telling me you wouldn’t fall in love,” she teased. “Oh, I should have gotten that in writing. It would have made this so much sweeter.”

Twilight sighed and let her shoulders slump. She blew a few stray locks of mane out of her eyes, then crossed her hooves over her chest. “You don’t have to be so smug about it,” she grumbled all too much like the little filly Cadence referred to.

“Excuse you, I have been waiting for this day for years, Twilight Sparkle. That’s years of you rolling your eyes and pretending to listen while I lectured you on the finer points of love.”

Velvety purple ears drooped. “You noticed?”

“Sweetheart, I invented the ‘look right past the lecturer and nod at odd intervals’ trick. You can’t fool me.” Cadence’s eyes flashed dangerously. “So, yes, I will be smug. And I expect to meet this mare once you’ve finally swept her off her hooves. Or been swept off your hooves.” She waggled her eyebrows. “Either works, I’m not picky.”

Another sigh. Twilight brought her hooves up to cover her face. Don’t scream, she told herself. You need her help. If you scream, she’ll just tease you until you’re a blushing, squirming mess. Just like she does with Shining. Only without the flirting.

“I don’t even know how to sweep a mare off her hooves. Or how to get her to sweep me off mine!” She dragged her hooves down her face, leveling Cadence with a flat stare. “Which is kind of why I need your help, not your smugness!”

Cadence had the grace to look a bit sheepish. “Fair enough. I’m not entirely sorry, though.”

Twilight flicked her tail. Honesty. She couldn’t fault that. Loathe though she was to admit it, Cadence had every right to a bit of gloating. That didn’t make it any less irritating, though. Still, there were more pressing matters. She took a sip of her tea and laid her hooves on the table, one atop the other. “I take it you don’t need me to launch into an explanation of how I feel for her, correct?”

“Hardly.” Cadence tapped the letter with her hooves. “I think you’ve covered it quite thoroughly here. In fact, allow me to recap.” Clearing her throat, she began read Twilight’s letter aloud:

Dear Cadence,

I need your advice. And help. Yes, advice and help. This is your area of expertise, after all. Oh, and please don’t involve Celestia or Luna—I remember how they were when you first started courting Shining Armor and, well, I could use a bit of a reprieve. Also don’t tell them I didn’t call them Auntie Tia and Auntie Luna. I’ll never hear the end of it.

I suppose I should start off by saying you were right all those years. Yes, I admit it, no need to look so smug, Cadence. You were right and I, the young princess who only just came into her power and began her studies in magic and lessons in etiquette and courtly manners all those years ago, was wrong. I fell for a pony. Hard.

And I don’t know what to do.

You’ll laugh when you hear how it started—well, you won’t, most ponies would, though. It was right after my eighteenth birthday. The very day I left the comfort and familiarity of my South Tower in Canterlot Castle to take my place as regent of the Harmony Province.

Of course, I was rather taken aback that Celestia would choose Ponyville to be the provincial capital. I understood that it held significance due to the sheer density of family businesses, especially Sweet Apple Acres and Barnyard Bargains, and cultural significance as an earth pony town with a blend of more rustic pegasi and unicorns, but it was otherwise unremarkable. To me, at least. Little did I know that Celestia held it as a personal interest due to its proximity to the old Castle of the Pony Sisters, as well as her respect for the Apple Family’s matriarch, Granny Smith.

Speaking of whom, if you would be so kind as to let Celestia know that Granny says, and I quote: “Tell them Royals they raised a mighty fine young mare, and double it for her mama and papa. And let Her Highness, Princess Celestia, know that I’m still waiting for that cider drinking rematch. I ain’t gonna let myself rest peacefully ‘till I set things right and prove once and for all that nopony can drink an Apple under the table!”

Her words, not mine. I assure you.

I digress. Moving along.

There is little doubt in my mind that Spike was all too happy to write you and Shining that instant my welcome party ended. Truly, Pinkie Pie is a wonder with parties. I daresay given the time and funding, she could put something together that would rival or surpass the Grand Galloping Gala’s reputation. Though, that would require little effort at all. Her parties are actually fun.

Please continue not telling Celestia about the contents of this letter. I refuse to host that mockery of a party ever again, and if you tell on me, I will have little choice but to inform her that you vanish your brussel sprouts when she isn’t looking and have done so since you were a filly.

Anyways, the pony. Well, the mare, really. She’s … Honestly, I don’t know how to put it to words. There’s so many. Stunning, radiant, brilliant, considerate, I could go on for days! I curse the times I spent rolling my eyes when you tried to convince me to take up poetry or music so I could dazzle the pony of my dreams!

From the instant I laid eyes on her, I felt it. There was no knocking knees or fluttering wings like in all those filly stories I found in your collection, but it was there. I couldn’t look away no matter how I tried. From the way the light caressed her pristine, alabaster coat and hugged every curve of her hips and thighs, to the way her mane glittered—glittered!—in the sun as she trotted forward, head held high and sapphire eyes shining, to greet me with a bow.

Everypony else took their time to overcome some sort of anxiety or jitters. She suffered neither. In fact, I was nervous in her presence. The mare before me held the poise, grace, and beauty of a fairytale princess, and I say that without shame.

I had to know her name. I tried to ask politely, but you know how I am when I get nervous. My mouth and my brain weren’t cooperating.

That much was obvious from the way she blinked and tilted her head at me, confused. “Pardon me, Princess?” she asked in a voice that was as sweet as honey.

My knees nearly gave out right then and there. But I managed to stand firm. I apologized and asked her name again, this time in a more appropriate manner.

She smiled. Nothing else mattered to me at that point. My heart was racing, my lips felt dry, and my knees were being most uncooperative, but I simply didn’t care. She had smiled at me. With another demure bow, she met my eyes and replied, “My name is Rarity, Princess. I have been appointed as your mare-in-waiting. It is an honor to meet you, and an honor to serve.”

I remember very little else about the evening save for her. I kept her close by my side, I imagine I must have seemed rude to the townsponies—my townsponies now—for she held every bit of my attention. Time meant nothing to me. I cared little for how late we stayed up or what we spoke about as long as she stayed.

It has been that way ever since. Rarity and I together. Her, my mare-in-waiting, and I, her princess. And every day shuffles by like the day before—her the very picture of grace and poise, and me tripping over my words while I struggle to find the way to tell her how I feel.

For the first time in my life, I don’t know the answer to this problem.

Help. Please.

Your loving sister-in-law,

Twilight Sparkle

With every word, Twilight ducked her head lower until she could do little but cover herself with her wings to hide the blush that blossomed across her face. She cursed whatever impulse drove her to write her feelings down for Cadence to read with every fiber of her being. I’m going to hear about this for years. Centuries, if that bit about alicorn longevity is true.

Aloud, she spoke through gritted teeth, “Yes. I’m enamored, smitten, head-over-hooves, twitterpated, and pretty much any other way you want to put it. All for a dressmaker turned mare-in-waiting in some little farming town in Harmony Province." Twilight parted her feathers just enough to glare at her sister-in-law. A bright smile and fluffing of feathers were all she received in reply. “I suppose you’re satisfied?”

“Immensely so. But this isn’t about me. It’s about you and this Rarity.” Cadence folded her hooves in her lap. “I’m surprised I haven’t met her. Why didn’t you have her come up for the Winter Moon Celebration?”

“I wanted her to have the night off to be with her family. Celestia knows she spends enough time fretting over my mane and hearing me stumble over my words.” Twilight flicked her ear, then added, “Also, her parents up and left on a vacation for the umpteenth time, so she had to watch her little sister.”

Cadence blinked, her smile faltered for the first time that day. “Oh, my! Absentee parents?”

“Like you wouldn’t believe.” Twilight sighed. “And always at the worst times.”

“The worst times professionally?” Her smile returned, along with a decidedly vulpine edge and a spark in her eyes. “Or for you to tell her your feelings?”

Twilight lowered her wings so she could scowl at Cadence. “Must you delight in my suffering?”

“Both, then. And yes. I’m your sister-in-law. It’s in the contract.” Before she could retort, Cadence held up a hoof to forestall her. “Okay, I’m done now. Helping time.” Fluffing her feathers, she adjusted herself so she could relax in her seat cushion and levitated her tea cup to hover near her lips. “What is it you’re having trouble with, Ladybug?”

Flicking an ear at her fillyhood nickname, Twilight couldn’t help but feel a sense of calm wash over her. The tension and nerves just seemed to roll off like water from a duck’s back. With Cadence, there was no need for courtly manners or image. They were friends and family first, princesses second.

There was little point in dallying or trying to sugar coat it. Twilight took a deep breath, then replied, “I can’t tell her.”

Cadence blinked. After a moment, she sighed and leveled Twilight with a flat stare. “If this is some silly thing about her being your seneschal, I’m afraid I’m going to have to scold you. Your brother was literally my personal guard while we were dating.”

“That’s not—ugh—that’s not what I meant at all!” Twilight squeezed her eyes shut tight and drew in a breath through her nose. Her feathers twitched irritably. She had to get it out there. “I told you in the letter.”

“Yes. You can’t get the words out. Forgive me, but I don’t really understand how you mean that. Have you just tried sitting down and talking to her?”

Twilight gave a mirthless laugh. “That’s just it. I’ve tried. Celestia, I tried bringing it up at tea the day I wrote you that letter!” She turned her gaze upon her cooling tea, staring into its depths as if it would yield the answer. “I just end up tongue-tied no matter what I do, or I bring up something stupid and unrelated as a distraction.”

A gentle hoof touched her wrist. “Come now, Twilight. Nerves or not, I’m sure it’s not that bad.”

Her eyes met Cadence’s. “How do you like the weather, Rarity?” she deadpanned. “I led with that and never recovered.”

Cadence had the grace to wince. “I stand corrected. It’s that bad.”

“Gee, thanks.”

“Call ‘em like I see ‘em, Twilight. Just because you’re having a rough time of it doesn’t mean it’s not salvageable, though.” She smiled. “I’m sure by now you have an idea of what she likes.”

“Yes.” Twilight couldn’t help but smile and let out a sigh. Her feathers fluffed and ears perked up as butterflies began to flutter in her stomach. “Rarity is, well, everything I’m not,” she said, tilting her head down to hide the coloring in her cheeks. “She’s more an artist than a mare-in-waiting or dressmaker. I’m almost certain that I could make a dress if you gave me materials, a book, and the exact directions on what you wanted. But I can’t create like she can.”

Raising an eyebrow, Cadence rolled a hoof in a forward circle.

Twilight’s wings unfurled and rose to cover her face. “It’s one of the things I love about her. She can just look at somepony and come up with a thousand and one ideas to make that pony look like something out of a fairytale.” She paused a beat, then added, “You remember my Gala dress, right? The one with the blue stars?”

“From the lone time you agreed to appear at the Gala?” Cadence’s lips twitched.

The heat in her cheeks spread until it reached her neck, and even the tips of her ears. “Yes. That one.”

“I do. It was quite lovely.” Cadence paused a moment, an odd gleam shone in her eyes. She steepled her hooves and leaned forward. “I suppose you mean to tell me Rarity designed it from scratch?” At Twilight’s nod, she hummed. “A rather impressive piece, I must say. Why, you were the belle of the ball. Our dear aunties couldn’t believe how beautiful their little Sparkle had grown!”

Twilight whined and let her shoulders slump. “I thought we were done teasing me!”

“Oh, hush! I’m appreciating your paramour’s work and complimenting you, silly filly!” Cadence stuck out her tongue. “And I’m thinking this through, so go on. Tell me more about this mare.”

Go on? When it came to Rarity, Twilight could go on for days. She had several notebooks filled with information on Rarity’s best qualities.

In a flash of magenta light, the aforementioned notebooks appeared on the table before her. Each riddled with color coded markers denoting the beginnings of certain subjects.

Cadence stared at them for a moment. Then, she looked up at Twilight and said, “Four notebooks? I never want to hear a word about my Love Webs from you or Shiny again.” She waved her smitten sister-in-law on. “Let’s begin. Maybe we’ll figure something out as you read.”

Her blush deepening, Twilight selected the first of the notebooks and began to read through the highlights.


It took a few hours longer than intended with quite a bit more blushing and stammering than Twilight ever wished to deal with, but they made it through. First they covered the little details, like how Rarity’s laugh sounded like the tinkling of chimes or how her nose scrunched when she thought about one of her designs—or whenever Rainbow tricked her. Then there were all the big things. The types of food Rarity liked, her favorite music, her inspirations, even her favorite art period.

For the most part, Cadence stayed quiet throughout. She would stop Twilight to ask a question here and there, but there was no teasing. It was all business of a higher purpose.

When it came to Princess Mi Amore Cadenza, love was the most important business there could be. What cause could be greater to her? After all, legend told that the Crystal Empire rose to the peak of its power when the Crystal Empress, Aurora, fell in love with Borealis, the most powerful sorcerer in the Frozen North. All considering, it was rather fitting that Cadence and Shining Armor sat upon the Crystal Throne in present day.

By the time she was finished, Twilight felt as though a weight had been lifted off her shoulders. Oh, certainly, the embarrassment and nerves were there as she aired all the little things about Rarity that made her heart do backflips, but with it came a sense of calm. Somepony else knew how she felt—somepony who would actually help rather than laugh or quip, like a certain baby dragon.

Cadence drained the last remnants of her tea from her cup and smiled gaily. Her feathers fluffed and deep purple eyes danced with naked glee. She was in her element. For all intents and purposes, Twilight’s Palace of Friendship might as well have transformed into Castle Amore. “I think I may have something for you,” she said.

Twilight’s ears perked up. “Really?”

Nodding once, Cadence tapped one of the notebooks.  “I see plenty about her love for high society and romancing here. Which, if you’ll pardon my bluntness, is not you.”

Her ears drooped, but Twilight managed to keep her hesitant smile in place. “I’m hoping there’s a ‘but’ there.”

“As a matter of fact, there is.” The dancing in Cadence’s eyes seemed to intensify. “I think I’ve figured out the perfect way for you to ask her to a nice dinner so you can tell her how you feel. And it’ll have her eating out of your hooves.”

“… I’m listening.”


Butterflies fluttering in her stomach would have been an improvement in Twilight’s humble opinion. The poor mare was a basket of nerves as she trotted along Ponyville’s frozen dirt path. Though its colors were dimmed with the onset of a cool winter night, Carousel Boutique’s pristine white walls and powder blue roof loomed ahead. Fresh snow collected along the edges of the roof, as if Rainbow Dash had purposefully set it up to dump snow on Rarity with a little brush of her hoof as she flew overhead.

That’s probably why there’s a good bit of it over the steps, Twilight thought. She stopped a few lengths from Rarity’s porch, and decided to do her faithful mare-in-waiting and resident dressmaker a favor. Her horn flashed and a tendril of magic reached out to collect Rainbow’s delayed snow assault. With a deft flick, she deposited it off the path.

If Rainbow wanted to start a snowball fight, she would just have to do it the old-fashioned way.

Twilight trotted up the steps and across the front porch, stopping within reach of the front door. She stared, unmoving save for a shiver brought on by the cold wind. Her breath came in a frosty mist, her hoof trembled as she raised it to knock—though she liked to pretend it was just a part of the shiver.

Maybe this isn’t such a good idea, a part of her nagged. What if she doesn’t want to go to dinner? Or what if she doesn’t feel the same?

She withdrew her hoof a fraction. That was a legitimate question. What would happen if Rarity didn’t return her feelings? Where would they go from there? Or, worse, would she even want to remain Twilight’s mare-in-waiting?

All were points she raised with Cadence. Each of which had been answered with the same reply:

“You’ll never know unless you ask.”

Her insides twisted. That was unacceptable. Purely from an academic standpoint, not knowing something just ate her up. She didn’t want to imagine what it would be like to look at Rarity every day and think “what if” for however many years they were princess and mare-in-waiting.

It would be far too much like the current situation. Worse, actually!

She could almost imagine Cadence standing over her shoulder, watching with an encouraging smile and nodding her toward the door. Her own way of nudging Twilight onward.

All the more reason to make the effort.

Twilight knocked thrice on the wood door and waited with a nervous smile. Her ears twitched at the sound of steady hoofsteps against the floor came muffled through the wood, along with a musical voice calling, “Sweetie Belle, keep an eye on the kettle while I get the door!”

Her heart did a backflip, then another when she heard the telltale tinkling of magic engulfing the door handle. It would have gone for a third as the door pulled open, but it skipped a beat the instant Rarity’s smiling face greeted her.

Rarity’s eyes lit up. “Princess! What are you doing out in the cold at this hour?”

Twilight licked her lips. The cold must have dried them out. Yes, that was it. “Hello, Rarity,” she said evenly. “I was just, um, taking a walk.” By Celestia, this is asking how the weather is all over again. “How are you?”

“I’m well, thank you,” Rarity replied automatically. She blinked twice, then shook her head. Her smile fell into a stern frown, the kind she always wore when Twilight didn’t want to bother with her regalia. “Princess,” she began, “why are you walking around town at night, in the middle of winter, without a scarf? Or, more preferable, a jacket and hat?”

Oops. Twilight forced a smile. Her knees were already starting to knock. “I wasn’t really thinking about it.”

“There it is.” Rarity gave a long-suffering sigh, which trailed off into a laugh. Proper and courtly as she might fashion herself, she’d served as Twilight’s mare-in-waiting long enough that they were more friends than princess and servant. She stepped aside and waved Twilight in. “Well, come in before you catch a cold. Honestly, as brilliant as you are, Princess!”

Twilight had the sense to look mollified, and trotted inside as asked. Warmth washed over her coat, she fluffed her feathers as though to shake out any remnants of snow and cold that clung to her. While Rarity closed the door and continued chiding her for her carelessness, she took a chance to inspect her mare-in-waiting’s sitting room.

Once upon a time, it had doubled as Rarity’s showroom. She would have customers come in for fittings or commissions, and stand them on the platform so she could measure and compare fabrics against their coat. Nowadays, Rarity didn’t have as much time to devote to her craft. Oh, she still took the odd commission and happily repairs or refitted dresses on the side, but her duties as mare-in-waiting took priority.

It was hardly the first time Twilight felt guilty, and certainly wouldn’t be the last.

An alabaster hoof waved in front of her face. Twilight started. “Huh?”

Rarity raised an eyebrow. “I asked if you wanted some tea, Princess,” she said, her lips twitching. “But you seem to be a hundred miles away. Daydreaming about home again?”

“Ponyville is my home,” Twilight replied. She leveled Rarity with a mock glare. “And I’ll have you know I haven’t been caught sighing and staring out my window at Canterlot since my first month here!”

“Not being caught doesn’t mean you don’t still do it, Princess.”

“Well, I don’t! And I’ve told you a thousand times to call me Twilight! We’re not even at a function this time!”

“Well,” Rarity said, a coy smile spread across her face, “I suppose you have a point. Twilight it is. But don’t change the subject. If not daydreaming about Canterlot, perhaps something else, hmm?” She sidled up to Twilight, brushing their shoulders together. “Are you trying to keep secrets from me, Twilight?”

Twilight sucked in her lips. She coughed and looked away to hide the blush that threatened to spread across her cheeks. “Um, I was just looking around. I remember how full your racks were when I first arrived.”

“Oh.” Rarity’s smile faltered for a split second, then she fixed it back in place. “Well, you know I take my little jobs on the side, darling. No need to worry, I’m happy and honored to be your mare-in-waiting, as always.”

“I know. It’s just—oh, never mind. Just reminiscing. And thinking.” Twilight flicked her tail. Why was this so hard?

“And what were you thinking about, pray tell?”

She took a deep breath and squeezed her eyes shut. It was now or never. “Are you doing anything Friday night, Rarity?”

“I don’t believe so, but I’m always available if there’s a function,” Rarity replied. Her brows furrowed. “Have I missed something?”

“No, there’s no function. I just wanted to ask if you’d like to go to dinner with me.” Twilight tried not to hold her breath.

She failed.

Rarity chuckled. “Oh, Twilight, don’t scare me like that! I was worried I’d forgotten some big event on your calendar!” She playfully hip bumped Twilight, then said, “Of course, I’d be happy to have dinner with you. Did you have some place in mind?”

Twilight’s heart hammered in her ears. The corners of her mouth tugged into an excited grin. “Have you ever heard of Café Soleil?”