Brown Note: An Off-Color Love Story

by Starlitomega


The experiment

Early to bed, early to rise: That was the rule Clockwork lived by.

Well, at least the early to rise part. She'd been through her fair share of all-nighters, what with special orders and urgent repairs. Clockwork learned pretty quickly that offering rush repairs at a premium price was a quick and easy way to earn money. Rich clients often traded lots of bits for patience, and she was rewarded well for it. Clockwork spent many nights working on various odds and ends with nothing more than the company of moonlight and her trusty lamp. Nevertheless, she’d always be up early enough to see the sun.

Of course, being retired she had certainly been looking forward to sleeping in a lot more, and while her mind had gotten this message, her body hadn’t yet grasped this concept.

She had spent the last hour and twenty minutes flopping over on her sides, lying on her back, fluffing her pillow, and the usual rituals ponies fumbled through to catch those elusive extra few winks of sleep. She knew Celestia raised the sun, and Luna raised the moon. These concepts were easy enough to grasp. What she really wanted was to know what alicorn governed sleep so she could punch her in the mouth. Resigned to an early morning, she sat up and let her hooves dangle off the side of the couch.

What should I tackle today?

Despite her retirement, Clockwork still had quite a few projects she wanted to work on: several odds and ends she’d collected over the years and swore she'd fix one day, but had never gotten around to.

Slinking off the couch, she walked to the fridge and pulled the handle. Predictably, apart from a few racks, it was completely barren.

I don't know what I was expecting.

Seeing the empty fridge sent a hunger pang shooting through her stomach. Her eyes flew to the front door, and then to her new workshop.

I guess I could stop by that nice little bakery on the way to the castle. Can’t live on cupcakes and muffins alone though. I should really do some actual grocery shopping later...

Her eyes glanced down the hall toward her new bedroom where the bare mattress mocked her.

… And some bedsheets.

With her day planned out, she realized it was probably too early to go knocking on the bakery’s door, given that the sun had just peeked above the horizon. Clockwork trotted into her new workshop and sat down at her desk. Opening her suitcase, she pulled out several odds and ends that adorned her old desk back in Canterlot including a framed photo. She stared at the young stallion in the frame, a distant reminder of days gone by. She had seen the photo hundreds of times during her repairs, but she rarely looked at it. Now that it was staring back at her, begging for a place on her new desk, she had no choice but to see it once again. Tearing her eyes away from the photo, she chose to place it on the far corner of her desk, a new home for the old memory.

Putting the past aside, she decided the best way to start her new life in Ponyville would be to finally fix something she had put off for ages. Reaching into her suitcase, her hoof tugged out a pouch containing a broken pocket watch. She knew repairing it would be a daunting job, which is why she’d put it off. Gathering her tools, Clockwork dove into her work, letting her intuition and experience guide her.


Twilight’s castle wasn’t exactly tranquil at the best of times. Being home to a neurotic alicorn and her draconic assistant saw to that. This morning was unusually quiet as Twilight sat at the dining table enjoying a quiet breakfast of toast and orange juice by herself. As luck would have it, there were no great plans to re-shelve the library, re-organize the kitchen, or even triple check her schedule.

This is the point where Spike would find a way to ruin the peace through some convoluted plot with the Cutie Mark Crusaders, or maybe a well timed sneeze that would ruin several pieces of furniture. Fortunately, Spike was given the day off. He had gleefully taken the chance to run through his comic backlog.

Of course, this peace couldn’t last. A rainbow trail blew through the round skylight, sending it spinning wildly. With the usual consideration to safety, that is to say none, Rainbow Dash only slowed down when she was a mere three feet from the table, whereupon she did a mid-air somersault and landed rump first into the chair opposite Twilight. An entrance this dramatic would make many ponies stand on their rear hooves and cheer. To Rainbow’s annoyance, it failed to even register with Twilight, her horn poking over the top of her newspaper.

Annoyed, but undeterred, Rainbow let the smirk on her lips widen. "So... did you enjoy your guest yesterday?" As she said this, she leaned back in her chair and rested her rear hooves on the table.

Twilight lowered her newspaper, eyes gleaming with excitement. "Oh, my gosh. Clockwork is incredible! Her voice exerts some sort of pressure upon other ponies that causes them to—"

"Yeah, yeah, I already know,” Rainbow interrupted, trying to stop Twilight’s rambling explanation before it turned into a full on keynote. “How do you think I found out about it? Jeez, you seem all excited and junk. I figured you'd be embarrassed. It's not normal for ponies to enjoy blowing their—"

Twilight cleared her throat, cutting the pegasus short. "Yes, that was very unpleasant. You should be ashamed, Rainbow Dash! She's basically disabled! When I teleported back into the room, she was crying. She thought I was going to have her put in stocks or something!"

Rainbow’s cocky grin melted away. "Yeah... I guess I didn't look at it like that. You two hit it off on some sorta nerd thing?"

Twilight nodded and folded the paper up in what must have been the most intricate folding ritual Rainbow had ever seen. "She’s a repair pony, apparently a very accomplished one at that. She's coming over again today so I can study the unique phenomena her voice causes. Can you imagine the possibilities? Wars can be ended with mere words rather than violence. Safer methods of riot and crowd control could become the norm, all thanks to her!"

For Rainbow, this mental exercise included sights and smells she’d happily forget. “Gross! Who in the world would want to clean something like that up?”

"That doesn't matter nearly as much as the potential to save lives! An unpleasant afternoon of cleaning is much preferred to bloodshed. I told Clockwork I would try to come up with some way for her to speak normally, without the unpleasant side effects."

"Just my luck," Rainbow said, her head hitting the table. "I get the perfect prank just dropped in my lap, and here you are talking about her like she's the greatest invention in Equestria."

Twilight picked up her paper once more. "Hmph. Well, if you just wanted to have fun, you should have sent her to Rarity's. I doubt she would have been “inspired” after that."

"Ugh!" Rainbow groaned, digging her nose further into the table. "Of course! I totally should have sent her to Rarity's!"

"Too late now," Twilight said with a smug grin.

Rainbow stood up in her chair and flapped her wings. "Well, since my prank was a bust, there's no point in me sticking around here anymore.” Just before she could take off, a purple aura surrounded her.

The sensation of being held in a magical field can vary among ponies. For the most part, it simply feels like not falling, to use a less than scientific description. Stronger unicorns and alicorns can choose to channel a little extra magic in their fields than your garden variety pony. For ponies as strong as these, their fields can be compared to the pins and needles sensation one gets from falling asleep on their hooves. That is to say it isn’t entirely pleasant. It also makes the one unfortunate enough to be held in such a state completely attentive to the demands of other ponies.

"Hold it right there! You are going to meet with her later, and when you do, you'll bring a card or something as an apology? Understood?" Twilight demanded.

Rainbow nodded, twitching nervously in the magical field.

Twilight smiled and returned to her paper, letting the pegasus go. "Good. See you later, Rainbow."

Righting herself after being released, Rainbow blushed and aimed herself toward the skylight, “Later, Twilight.”


Clockwork’s plans to stop by Sugarcube Corner fell by the wayside. When she poked her head inside, she saw a massive line of ponies at the counter for some sort of promotion or giveaway. She swiftly decided she would come back later when Twilight was done with her. Once more, she found herself approaching the imposing crystalline castle that loomed over the town.

No guard at the door. Come to think of it, there wasn’t one last time either. Should I knock?

Knocking seemed to be the most sensible thing to do, so she gave the intimidating slab of crystal a knock just a bit stronger than she would a normal door. The sound echoed well as far as she could tell, but earned no response. After a full minute of waiting, and several more knocks, she decided to do follow the example Rainbow set.

She stuck out a hoof and gave one of the doors a tentative push. It slowly opened, inviting her in. During her first visit, she didn’t have a chance to really take in the natural splendor of the castle. This time, without a pushy pegasus urging her along, she took a moment to drink in its splendor. Nearly every surface had a sparkle to it and shone in an otherworldly glow. Light fixtures and shapes far too high for normal ponies like herself to reach towered over her.

Must be a pain in the flank to keep this place clean. Is that a power of hers, or is crystal just dustproof?

Clockwork sidled up to one of the walls, inspecting the shimmering material with an expert eye. She rubbed her hoof against the crystal, and gave it a light tap.

Interesting. It doesn’t feel as cold as I expected. It seems ideal as a building material, despite being impractical. I wonder if I can chip off a piece to study it lat—

"Hey there. Come on in, I have everything set up," Twilight said as she walked into one of the side rooms.

Clockwork scooted away from the wall like a filly sitting far too close to the cookie jar. When it became obvious that Twilight hadn’t even noticed her odd behavior, Clockwork trotted along in pursuit. Inside the room, she saw a plexiglass chamber, barely large enough for two ponies, as well as a control panel with recording equipment.

"It's all ready, just like you wanted it, Twilight."

Clockwork looked around for the voice until her eyes came to rest on a peculiar creature. They stayed there for a moment, convincing themselves that what she was seeing was not what was in front of her. When this didn’t help, she tried closing her eyes, and then opening them again. When this too yielded no results, she did the only thing she could do. She moved like a blur behind Twilight and rested her head on Twilight’s rump. Frantically, her hooves pointed to the dangerous creature staring back at her.

"Geez, what's her problem?" the dragon asked, tottering away.

"Spike, she's probably not used to seeing a baby dragon, that's all." Whirling around, Twilight put a hoof on Clockwork's side and pushed her forward. "Clockwork, this is Spike. Spike, this is Clockwork."

The earth pony managed a bashful wave.

Hello there. Nice dragon… please don’t breathe fire, or claw me to death.

The purple dragon smiled and pointed to himself. "Hey there. Name's Spike. I mostly help out around here. What do you do?"

Silence filled the room as Clockwork gave a blank stare.

Clearing her throat, Twilight stepped in. "Clockwork has a... unique condition, Spike. Unfortunately, she can't speak.” Picking up a small pouch with her magic, Twilight dropped it into Spike's waiting claws. "Here. We have some experiments to do. Why don't you go get something for yourself from Sugarcube Corner?"

Does everypony eat at Sugarcube Corner? They must have quite a racket going.

"Thanks, Twilight," Spike said, tucking away the pouch. "You want me to bring anything back for you?"

Twilight smiled and shook her head. "Thanks, but I'm good. Have fun!"

The dragon walked off, slamming the door behind him and leaving the ponies to themselves.

Twilight spun around and pointed a hoof toward the chamber. "Okay, when you’re ready, step inside and we'll begin the experiment."

Stepping over the threshold into the chamber, Clockwork cast an uneasy glance behind her.

"Don't worry," Twilight reassured her. "It's perfectly safe."

Clockwork nodded and stepped inside. As soon as her tail entered, Twilight closed the door behind her. In the middle of the room sat a stool, and hanging above it, a microphone. Putting two and two together, the earth mare took a seat and let her legs dangle off the side of the stool.

"Oh, you sit like that too, huh? How strange.” Twilight's voice echoed in the chamber. Clockwork gave a quick glance around the room which revealed a speaker on the far wall.

“Okay. I'm going to run a few tests. First things first," the alicorn said, tweaking some dials in front of her. "I want you to silently count to three and then hum something for about three seconds. Understand?"

Clockwork nodded. Silently, she counted down and then let out a hum.

Twilight's hooves scrambled across her control pad. Tweaking several knobs, she finally put a set of headphones on. Clockwork watched as the alicorn kept jamming a button on the panel.

"Hmm. No matter how many times I replay it, I don't get a reaction. That must mean the issue pertains to some biological abnormality," the alicorn reasoned. "Okay. Now I want you to count to three once more, and then sing something for me. Make it short."

Even in private, Clockwork rarely said anything. She only occasionally practiced talking. Most of what she had to say was left in her thoughts. It had been so long since she even attempted to sing, she just belted out a quick “la, la, laaa, laaaaaa.”

Once again, Twilight's hooves became a blur of activity across the panel. After a few minutes of playing with the controls, she placed the headphones on the board in a sign of defeat.

"I guess that's it. It doesn't appear that the unique phenomena that your voice is capable of can be replicated through recording. At least, not with this equipment. Only one thing to do."

Clockwork tilted her head as Twilight left her seat, and opened the chamber. The small plexiglass room was already sort of cramped before Twilight stepped inside. Now it seemed like a tin can. Clockwork backpedaled to try and give the princess a tad more room, her flank squishing against the wall behind her.

"Alright, once more I want you to hum something short. Don't actually open your mouth. Ready?" Twilight asked.

Clockwork’s face drooped. She really didn’t want a repeat of yesterday.

A purple hoof gently nudged her chin upwards.

"Hey, it's alright. This is for science. Besides, I'm wearing protection."

Twilight lifted her lab coat to reveal a padded white bottom beneath it. Clockwork's pupils shrank to pinpoints.

Is she... Is she really wearing a diaper? Okay, I'm done, I want off this crazy train. When I get back to Canterlot, I'm going to throttle that idiot who said Ponyville was a quiet town where nothing happened.

"Are you okay?" Twilight asked, her brow furrowed in confusion.

No, I’m not. I’m sharing a tiny room with a ruler of Equestria who is basically asking me to do something that will lead to something embarrassing and gross. Oh, and by the way, you’re wearing a diaper. Try not to act like this isn’t freaking weird, you nerd.

“Come on, I promise I won’t get mad,” Twilight reassured her with a calm smile.

I hope Ponyville has a good shrink. I’m gonna need one once all this is over. She wants it, I guess I’ll let her have it.

Clockwork managed a nod and then hummed a low bar. The effect, while not as drastic as before, still clearly took a toll on Twilight as she clutched her stomach and groaned uncomfortably.

"Okay, stop!"

Clockwork obeyed, letting the noise fade out.

After some furious scribbling, Twilight cleared her throat.

"So I just discovered that volume must have some effect on your condition. While that hum did, in fact, cause some minor gastrointestinal pain, I was able to retain control. Now the only question that remains is whether or not it works if I can't hear you," Twilight explained, putting on a set of ear muffs. "Alright, Clockwork, this time say something, but make sure not to say it too loud so I won’t hear you through the ear muffs."

Scooting back as far as she possibly could, Clockwork prepared herself mentally for the disaster that was sure to follow.

"Hello."

Quill and clipboard clattered to the ground as the alicorn cried out and fell on her face. Horrible bodily noises echoed in the tiny chamber as Twilight grunted and clenched her teeth.

I hate my life...

After a few more moments of anguish, Twilight regained control and shakily stood on her hooves. She tossed the earmuffs off at the far wall and retrieved her quill and clipboard.

"Th-that answers my question. So, it doesn’t matter if I can hear it or not. That means it isn’t neurological. Hmmmm..."

Clockwork stared as Twilight scribbled furiously on her clipboard. Clearly something in their experiment caught the alicorn's attention. The doctors in Canterlot were content enough to have her say something and then kick her out the door with vague suggestions. It was right about this time a noxious odor assaulted Clockwork’s nose. She valiantly tried covering her nose with her hooves.

"Is something wrong?" Twilight asked, looking up from her notes. "Oh, my gosh. I'm so sorry! I zoned out for a moment there."

Twilight disappeared in a blinding flash, thankfully taking the rank odor with her.

Unless Princess Celestia and Princess Luna have very eclectic behavior, I can safely say I have caused a princess to crap herself more than any other pony in Equestria.

Somehow, this didn't strike Clockwork as celebratory material. Regardless, Twilight didn't seem to mind. In fact, the pursuit of science seemed to top all manner of discomforts in Twilight’s book, if she had to guess. Clockwork had little time to ponder such odd behavior before another brilliant flash made her jolt upright in surprise.

"I think I have everything I need," Twilight said. Once again, the lab coat disappeared, and thankfully, so too did Twilight’s “protection”, leaving the alicorn dressed in nothing more than a librarian-esque set of glasses and a determined gaze. The quill ran so fast across the page, Clockwork was convinced that it may, indeed, catch fire.

It seems like she might have some idea. I wonder If I could convince her to let me look at her notes.

A loud growl echoed in the plexiglass chamber, making Clockwork glance at its owner.

Twilight blushed. "Oh, my. I’m pretty hungry. Maybe we should go get something to eat?" she suggested.

Clockwork watched as the clipboard and quill floated to the desk under Twilight’s magical influence. Lifting a leg, she started toward it before a powerful magic spell grabbed her.

"Don't worry about that. I got all the data I needed from the tests. I'm sure you're hungry too. Come on, it'll be my treat.”

Turning down a princess' invitation is probably some sort of major social faux paus. I should just go with her. I wonder where a pony of her stature eats.

"C'mon, let's go."

Pulling herself back to the present, Clockwork realized that the princess had already left the room. Only a flash of her tail was visible as she stepped out.

Time to see how the other half lives... I guess.


For years, Clockwork wondered what it might be like to be royalty. Luxurious castles, countless amenities, guards and hoofmaidens to tend to your every need. That’s to say nothing of the food. Princesses almost certainly dined in the finest establishments, served tiny portions during dinners of numerous courses.

The “other half” wasn’t quite what she expected.

Clockwork subtly wrapped a hoof around her plate to shield her hayburger from a volley of ketchup from Twilight’s side of the table. This battle had been raging since they took their seats, and it didn’t look like it would end anytime soon.

When Twilight said she wanted to step out for lunch, Clockwork imagined several possibilities: an outdoor cafe, a fine pasta eatery—heck, maybe even that bakery she seemed to have a thing for.

A greasy burger joint was the absolute last place she could conceive of the princess choosing.

This is my future, isn't it? Going insane in some backwater town and eating terribly fattening foods. What kind of princess orders two servings of onion rings?

Clockwork winced as another dollop of ketchup splattered next to her plate. She carefully slid it to the very edge of her side of the table.

The onion rings really are the least of her problems. Who in Equestria eats three hayburgers at once?

Twilight bit into one of the three burgers hovering over the table and pushed it aside long enough to take a sip of her milkshake. Her eyes locked with Clockwork's right afterwards. "You haven't eaten anything. Aren't you hungry? I didn't drag you all the way out here for nothing, did I?" the alicorn asked as worry crossed her face, which now had several smears of ketchup all over it.

Offering a sheepish smile, Clockwork picked up a nearby napkin and wiped Twilight's face clean. A blush broke out on the alicorn’s cheeks. "Oh! Thanks! Sorry about that. Sometimes I get a bit carried away."

A bit?

Spending time with Twilight put something in perspective. The press put a lot of pomp and circumstance into the rulers of Equestria. Alicorns were always looked at with reverence as rulers of the people. Twilight apparently didn’t get this memo. She seemed content to fill her life with weird sciencey stuff and eating remarkably ordinary food. The way Twilight dove into her meal with such gusto was endearing, even if it was a bit messy.

Putting her observations aside, Clockwork realized that she actually was quite hungry, so she picked up her own hayburger and took a small bite.

Not bad for a fly-by-night fast food place.

"I think you'll really like it in Ponyville. I'm not from here, you know," Twilight said. "I originally came here from Canterlot, too. Once I stumbled upon the legend of the Mare in the Moon, Celestia sent me here ostensibly to oversee the Summer Sun Celebration, but she told me to make some friends."

That's quite an odd decree. It's not like making friends is that important, really.

"And let me tell you," Twilight continued, "meeting the ponies here has been the most important part of my life."

I stand corrected. I guess it would be important for the Princess of Friendship.

Between bites, Twilight continued her tale, regaling Clockwork of her night of new friendships and their defeat of Nightmare Moon, culminating in the return of Princess Luna.

"That's pretty much that. From that day forward I stayed here in Ponyville, studying the magic of friendship, and now, I'm the Princess of Friendship... somehow."

A student turned librarian turned Princess of Friendship. This place is bananas.

Having finished her burgers, Twilight neatly folded the wrappers into triangles and put them aside to throw away. Clockwork couldn’t help but wonder if she was the kind of pony to separate all the colors of her candy when she ate them.

"My friend Rarity—the one I told you who is big into fashion—would love to know more about Canterlot from somepony who uhh, ya know... actually left a library," Twilight said, her cheeks turning crimson.

I doubt I'm going to be much of a conversationalist… wait, did she say fashion?

Clockwork removed a pen and furiously scribbled on her food wrapper while Twilight looked on. Once finished, Clockwork held up the note for the alicorn.

"The ponies on the train lost your luggage? I'm sure Rarity has some clothes that would fit you. If not, I bet she could stitch some up in no time."

Clockwork pointed to her plate and then the door.

"You want to go after we eat?" Twilight asked, tapping her chin with a hoof. "Well, I am kinda anxious to analyze that data I got from our experiment, but a quick stop couldn't hurt."

Alright! I’ve got a princess for a tour guide. Doesn't get much better than that!


Ponyville seemed livilier after their meal. The reason for this was simple: school was out. Foals frolicked through the street, the parents of said foals were either outside to ensure they did as little damage as possible, or inside so they wouldn’t have to see the damage their offspring were doing. Every scene fit the description of a ‘friendly rural village’ Clockwork had heard countless times. She felt the joyous atmosphere rubbing off on her, and she even gave a friendly wave to some of the passing ponies.

"Here we are," Twilight announced. "Carousel Boutique. Anypony who's anypony gets their clothes here."

The alicorn barged inside, trotting ahead through the front showroom. "Rarity! It's me, Twilight! I brought someone you should meet!"

Fashion, in Clockwork’s mind, had three settings. Formal, casual, and pyjamas. In the same way one would operate a machine, she would pick her clothes. Meeting a Canterlot noble to fix their expensive watch? Fancy red dress. Going shopping? Yellow blouse. Going to sleep? White pyjamas with red hearts. This made life easy, and if there was something Clockwork enjoyed, it was making her life easy.

"Drat! Come on! Stop fighting me, you infernal contraption!"

Twilight and Clockwork froze in their tracks. The shouting, clearly belonging to a pony of dignified stature, came from the back of the boutique. Walking past the racks of clothes and mannequins, a noise reached Clockwork's ears.

Clockwork knew how machines should sound. She went to sleep every night to a fan and lived everyday to the slice of a pendulum clock. Knowing how machines should sound was one half of Clockwork’s job. The noise screeching and grinding its way through the boutique was not one of order or efficiency; It was chaos.

Rounding the last rack of clothes, Clockwork saw a white unicorn with a purple mane hunched over a sewing machine. The unicorn gritted her teeth, and anger flashed behind her eyes. She had the look of beauty and grace, twisted into the shape of a back alley brawler.

"Oh! Yes! Just jam again! It's not like I have a client waiting for this dress in the morning, you beastly apparatus!"

"Do you need some help, Rarity?" Twilight asked, walking over to the unicorn.

By the goddesses...

Clockwork couldn't move. Her lips trembled and her heart shattered at the sound filling the boutique. What should have been the smooth whirring of a wheel and orderly clinking of a needle accurately hitting the mark time and time again was instead a screeching cry for help. She could smell in the air a tinge of burning rubber as the machine did its duty, stitching to the best of its ability for its ungrateful master.

Hatred flashed in Clockwork’s eyes. Normally a mare of great patience and a steel will, it vanished in the blink of an eye. Without thinking, Clockwork dashed over and bodychecked Rarity off the stool and to the ground.

"C-Clockwork?! What are you doing?!" Twilight shrieked.

Without another thought, Clockwork hoisted the sewing machine above her head and ran for the door on her hind legs like a madmare. She heard a chair being kicked over behind her as she made her escape.

"Stop! Thief! Get back here, you hooligan!"


Reaching up to her desk lamp, Clockwork moved it in for a better angle so she could see the bearings clearly. Picking up her oil can, she squirted a small amount and turned the wheel, working the lubricant deep inside the mechanism.

There you go. You were just thirsty for a little oil, weren't you?

Spinning the wheel gently, Clockwork listened for any sound of strain or squeak.

As good as the day you were made.

Rubbing her hoof along the side, she took the time to admire the fine Ironhoof engraving, emblazoned for all to see. The last Ironhoof ever made had left the factory more than two hundred years ago. Newer and more gimmicky machines were the norm nowadays, but none of them could outsew or outlast an Ironhoof.

She has no clue how lucky she is to have a genuine Ironhoof, is she?

Being an antique, Ironhooves exchanged quite a few hooves back in the day. Clockwork could only imagine the families and experiences the machine had shared. So many lives this machine had touched, the sheer number of dresses and accessories that populated Equestria; it was all thanks to this machine’s thankless efforts.

Only to end up in the hooves of a rotten noble. How tragic.

*Thump! Thump! Thump!*

Clockwork jolted up in her chair, finally snapped out of her almost trancelike state. The pounding at her front door fell directly into the “When I get my hooves on you,” category of knocking.

"Open up, you filthy thief! You'll spend the next ten years of your life behind bars, you hussy!"

"Rarity! Quiet down! I'll handle this. Just follow my lead."

A blinding flash came from the next room and steady hoofsteps warned Clockwork of the intrusion in her house. She heard the soft click of the front door being unlocked and several more hoofsteps entering her home and closing in on her work room.

Clockwork shrank back in her chair, but still tried to look resolute. The first pony to turn the corner was the princess, and she didn't look very happy. Next was the one called Rarity, and she was far more angry than Twilight. Two officers lined up behind them as well, looking closer to the apathetic part of the spectrum.

"There she is! Officers! I demand you arrest her at once!" Rarity shouted.

"I'll handle this," Twilight said, holding up her hoof and stopping their advance.

"Clockwork," Twilight started, her voice stern but tempered. "I don't know what's gotten into you, but you can't go stealing other ponies’ property. What were you thinking?"

Clockwork pursed her lips and grabbed her dry erase board. Then, she started writing...

...and she kept on writing...

...and she wrote even more before finally handing it over to the thankfully-patient mob loitering in her hallway. Going over the note, Twilight's face changed from anger, to understanding, and then finally, sympathy.

"What's it say?" Rarity demanded.

"Hold on a moment. There are quite a few uhhh... unsavory words I have to leave out," Twilight explained.

Clockwork lovingly stroked the machine, as the alicorn read and censored the necessary parts of the message.

"Okay. Rarity, She says you're a tyrant and—"

"A tyrant?! I'll show her what a tyrant truly is once I get my hooves on her mane!" Rarity shouted, barely restrained by the two guards.

"I wasn't finished. She says you're a tyrant who doesn't appreciate what she has. Apparently your sewing machine is an antique, more than two-hundred years old. Clockwork says the reason it's jamming and mis-stitching is because it hasn't been maintained in a very long time. When did you last clean it?" Twilight asked.

"I... I don't recall..." the unicorn admitted. The burning anger in her eyes cooled. Her mouth fell open just a small amount.

"Clockwork says she cleaned more than a decade's worth of dust out of the wheel, and that the bearings needed lots of oil. She says she stole your machine because you haven't loved it enough."

Rallying back, Rarity scoffed. "Love? It's a machine... what does it need with love?"

Twilight shook her head. "Rarity, it doesn't need love like you or I, but it still needs attention. This machine helps you make your dresses. Without it, what kind of shop would you have?"

Rarity hung her head. "I... I suppose I have been rather hard on it. I'm not exactly well-versed on machinery, you see. I know dresses and fashion, not oil and gears."

Twilight turned back to Clockwork with the strained smile of a diplomat at the point of two blades. “See? She just doesn't know much about machines, that's all. Can she have it back now?"

Flipping through her cards, Clockwork picked the one with ‘I'm sorry’ on it, and pointed from Rarity to the sewing machine.

Twilight rolled her eyes. "You can't be serious. Rarity is not going to apologize to the sewing mach—"

"No," Rarity said, gently pushing Twilight out of the way. "I do owe this machine an apology."

She gently placed a hoof on the wheel and gave it a small turn. "No squeaks, no whine.”

Clockwork wasn’t sure, but she thought she saw tears welling up in Rarity’s eyes.

“I remember—when I was young—sitting with my mother while she sewed. She told me I was quite the crybaby when I was a foal. When she didn’t know how to help me sleep or calm down, she would sit down in her chair and sew something. Mother said the moment she started sewing, I would go quiet. She's right, Twilight. This machine is incredibly old. Even my mother isn't sure where she got it from.”

One lone tear finally streaked down the unicorn’s face, blurring her mascara.

“Yet, it sewed tirelessly for us throughout the years. Literally thousand of dresses have been sewn on this old friend of mine, and I repaid it with callousness and anger. For that, I am sorry."

Clockwork wasn't terribly well-versed in the social graces, but she knew a liar when she saw one. Most ponies didn’t listen. They simply thought about what they were going to say when the other pony stopped talking. For Clockwork, this was, well, nothing. So for years, she listened. She heard no dishonesty in Rarity's words. If anything, it was a renewed sense of reverence for an old, neglected friend. With a meek smile, she gently pushed the machine toward Rarity, reuniting the two once again.

"Thank you for fixing it," Rarity said gratefully.

Twilight let out a sigh of relief and motioned for the guards to leave. "Well, since that's over and done with, I might as well introduce you two. Clockwork, this is Rarity. Rarity, this is Clockwork. She's from Canterlot."

The unicorn's eyes lit up. "Canterlot! Oh my! Whereabouts did you stay? I don't suppose you spent much time with Fancy Pants, did you?"

Clockwork pointed at her mouth and shrugged her shoulders. Rarity nodded in understanding.

"Oh, I'm terribly sorry. I had completely forgotten you were mute. Twilight told me on the way here, but I had... other things on my mind," Rarity said, placing her hoof on the sewing machine.

So Twilight didn't tell her what my voice does to other ponies. I wonder why not?

Twilight cleared her throat. "Actually, Rarity, she was at the boutique to get a few outfits. The ponies on the train lost her luggage so she's down to nothing really."

Rarity's eyes ignited and a broad smile swept across her face. "Reaaally? My, darling, after what you've done for me, I'd say you deserve an entire makeover!"

Without any warning, Rarity reached over, grasping Clockwork's hair. "And what a luscious mane! Oh, the things I could do. Maybe some highlights, a nice chapeau..."

What.

"Oh, think nothing of it!" Rarity said, after noticing Clockwork’s reaction. "I have to repay you for fixing my machine, after all. Follow me, darling! We simply must get started right away!"

Twilight giggled as Rarity practically galloped out of the room with the sewing machine and Clockwork ensnared in a magical field. "Don't look now, Clockwork, but I think you’ve made a new friend!"

Clockwork gave a strained smile and then mouthed the word “help” to Twilight as she was helplessly tugged out of view.


Clockwork had been dressed up and made over for several occasions before, having serviced equipment and trinkets for the most elite of Canterlot, but all of those sessions seemed tame compared to the makeover Rarity was putting her through.

Her hair went up, went down, in braids, dreads, and every permutation in between. Sequins, glitter, and satin flew as she tried dress after dress after dress before finally choosing a simple red ensemble—fancy enough for a party, but practical enough to be comfortable in.

As the moon rose in the sky, they finally came to an agreement, and Clockwork put in an order for two more dresses to be done on a lenient time scale. As the front door to the boutique gently shut behind her, she couldn't help but feel sorry for Rarity.

Now she's going to be up all night finishing that order from earlier. I didn't mean for her to spend all that time on me.

Ponyville was just as idyllic at night as it was during the day. Lights flickered off in each of the windows as the ponies inside prepared to rest up for another busy day of... whatever the heck they did in a town like this.

Thank goodness Twilight was there to defuse the situation. I'm not sure the guards would have been in a very patient mood with me.

Walking through her front door, Clockwork tossed her new outfit on the couch and headed down the hall to her bedroom. Eagerly awaiting a good night's rest, she closed the door and turned to her bed.

Crud! I forgot to get sheets and a blanket, again!

Her eyes burned fiercely at the mattress that seemed to be taunting her.

Tomorrow, I will sleep on you. Bed clothes or not!

A tired sigh escaped the mare's lips as she trotted back out and made for the couch in the living room.