//------------------------------//
// 1. The Best of Intentions 
// Story: Shades of Grey 
// by Inquisitor M 
//------------------------------//


Act I


Storm Clouds Gathering





1. The Best of Intentions



Blindfolded, Rarity pondered the awkward hoof-falls that echoed through the otherwise-quiet spa. Even if her mane were not crimped tightly, her face not smothered with balm, and her forehooves not wrapped in seaweed, the warmth of the water and the cloying steam left her in a sensuous haze that subdued all further inquiry.
She’s dared to hope it might be Fluttershy, who was inexplicably absent from their regular appointment, but that was impossible. The graceful yellow pegasus was far too light on her feet to make so much noise, as were the beauticians, Aloe and Lotus. She let her weight fall against the side of the bathtub, the scent of jasmine and mint bath oils easily carrying her back into blissful ignorance.
“Hello, Rarity,” Twilight said, stifling a yawn.
Rarity stiffened, causing the water to slosh loudly as she jerked upright. “Well hello there, Twilight. I must say, we don’t see you in here very often—not that I can see you right now, of course. You don’t sound at all yourself, my dear. Whatever is the matter? Did you come here looking for, Rarity?”
“I’m sorry to disturb you, but, ahh…”
Rarity leaned closer. “Twilight?”
Two hooves thudded against the side of the huge bath. “I haven’t had much sleep lately, but last night… Well, I wanted to ask another unicorn something. It’s just—it’s a little embarrassing.”
Rarity yanked off her blindfold and looked down, her every intention to shower her friend with all the fussing would usually be directing at Fluttershy by now. Instead, she shrieked. Two bleary, bloodshot eyes stared at her from under a wildly unkempt mane.
“Haven’t slept much? You look like you haven’t slept in a week!”
Twilight grinned feebly.
“I mean, you look—never mind. Why don’t you hop in and take Fluttershy’s place? It’s so unusual for her to be late, so I just know that something must have come up. I’m sure she’d be happy to let you join us if she were here.”
“Oh, no. I couldn’t. I just wanted to—”
“Not at all, Twilight. You simply must take some time to relax and rejuvenate yourself. I absolutely insist.”
“Well… sure.” Springing up the steps with a sudden surge of energy, Twilight flashed Rarity another weak grin and test-dipped a hoof in the water. “Thank you so much for this. I guess I really could use some relaxation.”
“Of course, darling. Come on in, the water is simply divine.”
Despite her facial, Rarity smiled broadly as her friend sank into the foamy water. “Aloe? Lotus? We appear to have another guest.”
The pastel blue and pink ponies promptly walked out from behind a large, silk screen and began to assemble their supplies. They beamed pleasantly and climbed the steps with practiced precision, setting to work at once.
Rarity's smile widened a little; plying Twilight for gossip didn’t have quite the same allure as it did with Fluttershy, but, since the pegasus wasn’t here, it would just have to do.
“Well go on, you wanted to ask me a question,” she said, watching Twilight sink deeper into the water under the attendant’s ministrations.
Twilight blushed slightly as her eyes followed the beautician tugging and working her mane. “Have you ever used your magic while, umm, asleep?”
“Asleep? No, I can’t say I have.” Rarity raised an eyebrow, then giggled. “I can think of a few times it’s been... out of control, shall we say? That was back when I was a filly mind you, but no, not while I was asleep. Well, not as far as I can remember, of course. Now, you simply must tell me what happened.”
“It’s just—I’ve been having these dreams. Not like nightmares, not really, but... This morning I was woken up by Spike and he looked terrified—”
“Terrified? Whatever was the matter with the poor dear?”
Twilight flashed a glance at Lotus and shrank further into the water. “I was surrounded by books from the library and he, uhh, he said I’d been lifting them all off the shelves in my sleep.”
Twilight stared into the water in silence. She closed her eyes and let out a long sigh, leaning back against the side of the tub.
Chuckling, Rarity did likewise. There was a certain rush—an altogether too infrequent glow inside—that came with being needed by one of her friends, but despite the immediate presence of such a friend, Rarity’s mind drifted off to the more conspicuously absent pegasus.
“I don’t know about using magic while asleep, but I remember Fluttershy saying something about some odd dreams. You know Fluttershy though; she just couldn’t bring herself to say what the problem actually was. Perhaps you should go ask her—”
“Pssst! Miss Rarity.”
She lifted her blindfold to see Lotus gesturing with a tilt of her head towards Twilight. The weary unicorn had fallen asleep and was already starting to snore. Aloe watched from above with a mouthful of extra towels, and Rarity snared one with her magic as she slowly pulled herself out of the water, making as little noise as she could.
Twilight obviously needed rest, so it was up to her to go and charm, cajole, or otherwise convince Fluttershy to say more about her dreams. After all, Twilight was the one who didn’t like coincidences, and this certainly qualified as such. With a little assistance from Aloe, she made herself presentable and began her journey to Fluttershy’s cottage with a welcome spring in her step.
“Oh, Rarity,” she said to herself. “You are such a good friend.”


( I )


How could she be such an awful friend? The more she thought about it, the more heinous the oversight seemed. Of course Fluttershy had mentioned something in passing and then deflected away from it. That was Fluttershy through and through, and a good friend would have pressed her on something that was clearly important to her.
She was an awful, awful fr—
FOOOOOM!
The enormous rush of wind threatened to knock Rarity clean off her hooves, whipping her mane and tail around like a storm-force hurricane. A few seconds later, it was gone, leaving the unicorn’s freshly crafted curls plastered across her face.
She blinked. Somewhere in the midst of the disturbance, she was sure that a familiar voice had said ‘Hi Rarity,’ but it took her a few moments for the information to arrange itself into a coherent thought.
She blinked again.
“Raaainbooow Daaash!”
Dash swooped down with a small cloud in tow. She placed it a pony’s height from the ground and vaulted up to stand on it with a wild grin.
“I know,” she said, striking a victory pose. “I know. It was awesome. But thanks for cheering all the same.”
“You!”
Dash’s eyes sprang wide open.
“You are the most… thoughtless, insensitive, dis-respectful—”
The pegasus shrank back on her cloud, but the tirade ended with Rarity adding a particularly venomous ‘inconsiderate’ before stamping a hoof and turning sharply around, huffing.
“Oh, come on, Rarity.” Dash pushed her cloud alongside. “That’s not fair. I am doing something considerate. Why else would I be taking my best cloud over to Fluttershy’s place?”
Rarity huffed again, lifted her nose into the air, and walked on. “And why would an inconsiderate pony like you be taking your ‘best cloud’ to Fluttershy?”
Dash pushed the cloud ahead so that she could stand on it and address the oncoming unicorn. “Actually, I’m not sure. I went to see her earlier and she wasn’t even awake, which is so not like Fluttershy. She said something about not sleeping well and bad dreams, but she didn’t wanna talk about it, so I split.”
Oh, Rarity, the unicorn thought to herself as her frown deepened further. See? You should have paid more attention when Fluttershy mentioned it to you.
“Then, I thought I would bring her my bestest, favouritest, most comfortable cloud. Nopony could fail to sleep on this baby. Uhh, except ponies that can’t sleep on clouds, heh.” She put on a false grin as Rarity passed her by, but it fell away when she didn’t receive so much as a glance from the unicorn.
Fluttershy is obviously so distraught that even Rainbow Dash is acting oddly.
“Fine.” Rarity came to a halt with a deflating sigh. “I admit that is a noble sentiment Rainbow Dash. Fluttershy is lucky to have a friend as good as you.”
“Nah. If there’s one thing I’m good at besides speed, aerobatics, awesomeness, coolness, and some other stuff, it’s napping. I love my naps and I’d hate to think Fluttershy was missing out on hers. That’s waaaay too harsh.”
Still...
Rarity broke into a brisk trot and tilted her nose up again, beaming a wide smile. “Twilight is lucky to have a friend like me, too.”
Rainbow Dash frowned as she watched the unicorn walk away. She grabbed her cloud and raced ahead again, but this time she stood on solid ground.
“So, uhh, sure. We’re all lucky to have a friend like you, Rarity, but why exactly? I mean, what’s goin’ on with Twilight?”
“Well. A lady wouldn’t tell her friend’s secrets, but it seems our Twilight has been having some trouble sleeping, too. I was on my way to see Fluttershy because she said something about having bad dreams just the other day.”
“Cool!” Dash said. “Wait, not cool, I mean—ahh, never mind, I’ll just tag along with you.” The pegasus recoiled as soon as she’d said the words. “If that’s cool?”
“Of course you may,” Rarity said, letting out a dainty sigh and trotting on with a spring in her step.
The two ponies made their way silently along the dusty road to Fluttershy’s cottage until Dash suddenly leapt aboard her cloud. “Aha!”
Rarity halted, finally dignifying the pegasus with her attention.
“Rarity! You think the same thing might be stopping Fluttershy and Twilight from sleeping?”
Rarity blinked, but said nothing.
“What?”
“Have you been spending time with Pinkie Pie lately?”
“No!” Dash said abruptly. “Well, yes, but—”
Rarity trotted on, leaving a confused Rainbow Dash in her wake.
“What?”
This time the silence lasted as far as Fluttershy’s cottage, and Rainbow Dash rushed ahead as the demure yellow pegasus came into view. She was watering her garden, and Dash positioned her cloud near the garden gate, yelling out her friend’s name.
Rarity couldn’t hear the reply, but Fluttershy’s cowed stature and crestfallen face told the unicorn all she needed to know. Dash’s exuberant voice, however, carried clearly.
“I couldn’t leave my best gal-pal hangin’, so I brought by best cloud for you to snooze on!”
Rarity shot Dash a deep scowl as she approached, but by the time she stepped into both ponies’ view, she beamed a broad, if not entirely honest, smile.
Time to do your thing, Rarity.
“Hellooo-ooh!” she said, putting on her most charming airs. “Fluttershy dear, you missed our appointment at the spa today. Why, I was so worried I came right over.”
That wasn’t strictly honest either, but Fluttershy would try to apologise anyway, and then Rarity could just move on without wasting anymore time on it.
“Oh dear! I overslept and I didn’t realise that was—”
“Not at all. In fact, I would never have known that both you and Twilight were having the same problem if I hadn’t come over right away.”
Fluttershy perked up on cue. “She is? Is Twilight okay?”
A long ‘oooh’ escaped Rainbow Dash. “You mean Twilight’s having bad dreams too?”
Rarity sighed.
“I’m sure it’s nothing,” Fluttershy said. “Just a coincidence. I just had a few bad dreams, I’ll be fine.”
“Of course!” Rainbow Dash hopped down from the cloud and behind Fluttershy, shoving her towards it. “If you just take a nap on my cloud, you’ll be back to normal in a jiffy. You just need to stop worrying about everything. Again.”
“No, wait! I have to—I mean my garden—and what about Twilight—”
“Come on, Fluttershy. You need sleep, and I have the best cloud ever, so would you please stop—”
“Rain. Bow. Dash! Must you be so brutish?”
Slouching onto her rump, Dash crossed her forelegs and pouted.
Fluttershy cringed as her friends’ tempers flared. “Oh Rarity, please don’t be mad, she’s only trying to—” Interrupted by a yawn, she tried to hide both it and her reddening cheeks behind her hooves.
“Fluttershy, darling.” Rarity moved alongside and adopted the sweetest voice she could manage. “Perhaps Rainbow Dash does have a point. If you’re even half as tired as Twilight was, you should probably get some sleep.”
“But I don’t think I could possibly sleep now, I’d be far too worried about Twilight. Shouldn’t we go help her right away?”
“I left her fast asleep at the spa, and you’ll be no good to anypony if you’re this tired when she wakes up.” Amid her attempts to encourage the pegasus, Rarity once again felt the familiar rush doing right by her friends. Late was certainly better than never.
“How about we make a deal,” Dash said. “You take a nap on my cloud, and I’ll round up the other girls for a get-together with Twilight.”
“Well, I suppose—I mean it sounds—”
Dash stepped forward and gave Fluttershy a muzzle-to-muzzle stare.
“It sounds... wonderful.”
“Well about time!” Dash hoisted her friend off the ground in one motion and dumped her on the cloud.
Fluttershy hunkered down in the cloud fluff to hide her face again, but she yawned and stretched almost immediately, drifting into blissful slumber even more easily than Twilight had.
“Awww. Guess I’d better go find Applejack, Pinkie Pie and...” Dash twitched and shuddered. “Maybe you’d better go to the spa to pick up Twilight, Rarity?”
“Not so fast, Rainbow Dash. Why don’t you push this lovely cloud of yours to my boutique, and I’ll collect Applejack, Pinkie Pie and Twilight and meet you there.”
“But that’s so boring! How come you get to run all over Ponyville instead of the fastest pegasus there is?”
Rarity flashed a smug grin. “Because the fastest pegasus there is, is the only one of us that can move clouds?”
“Oh. Yeah. That. Urgh. All right then, pal. I’ll have you at Rarity’s place in two strikes of a Wonderbolt’s—”
Rarity appeared before her in a flash. “How about peaceful and slow?” she said, pressing lightly on Dash’s forehead with her horn.
Rainbow Dash slouched and sighed again, creeping around the unicorn. “Only for you, Fluttershy. This is going to be soooo boring.”


( I )


Two hours later, the wind whipped fiercely through Ponyville. Having left Twilight until last to allow her what sleep she could, Rarity had visited Sweet Apple Acres and Sugarcube Corner, but neither the Apples nor the Cakes had any clue where her friends were.
The weather had come about while she scoured Ponyville. It should have come and gone during the course of her spa session, but she reminded herself repeatedly that helping her friends was of the utmost importance. Such reminders only went so far, however, and finally she gave up, returning to the spa to pick up Twilight and perhaps a brush or two for her mane.
Apparently, Rainbow Dash had collected Twilight hours ago.
Opening the door to her boutique, she was greeted by a scene that included all five of her best friends. Fluttershy slept on the cloud and Pinkie lay underneath it, running her hooves through the fluff while Applejack gave her a skeptical glare. Rainbow Dash snoozed against a wall, and Twilight, stretched out on her chaise lounge with a book, looked up to greet her, only to recoil as their eyes met.
Fabulous. Now I’m the one who looks like some kind of monster.
“Umm. Welcome home?” Twilight said.
“You’re… you’re all, here?”
Dash opened her eyes. “Sure! I got bored pushing Fluttershy, so I rounded up the others as fast as I could. Two minutes and fif–teen–seconds, yeah!”
Rarity blinked, then scowled.
“Ooh! Are we making our faces go red?” Pinkie said, staring at Rarity’s cheeks. She took a deep breath and puffed out her own cheeks.
Applejack frowned. “Ya do realise you’re already bright pink, right Pinkie?”
Pinkie seemed far too busy to reply.
Leaping up, Twilight pushed the couch towards Rarity with a glow from her horn and rearranged the cushions while assembling a small collection of vanity essentials. “I think a certain pegasus pony might have forgotten to tell us you were still out looking for us. Didn’t you, Rainbow Dash?”
Before Rarity could reward Dash with a baleful glare, Fluttershy twitched fiercely in her sleep. Rarity sighed heavily, and Pinkie expunged the air in her chest with a wheeze.
“I’m the reddest!”
“Pinkest,” Applejack said.
“Thank you so much for this, Rarity,” Twilight said when the white unicorn’s gaze fell on her, accompanied by a smile. “When I heard that you’d gone looking for Fluttershy to try and help, I was so happy that I wanted to thank you, but nopony knew where you were. Or at least, nopony told me where you were.”
Rarity gave Dash one last, dramatic scowl, before sprawling on the chaise lounge and lifting a brush to untangle her mane. “Oh, Twilight, you’re quite welcome. It’s always nice to know that somepony appreciates the effort.”
“It was mighty decent of you to let Twi have your spa time like that,” Applejack said. “We all know how much it means to ya.”
Rarity smiled appreciatively, but it grew forced as she began fidgeting on the pile of cushions. She stood, rearranged the seat, then laid down again with an altogether cheesier grin.
Applejack and Twilight started giggling at the display, and Rarity quickly joined them.
“So Twilight,” Dash said. “You gonna tell us about these dreams or what?” 
Twilight looked over to the cloud. “It seems such a shame to wake Fluttershy, but if there’s something weird going on we’d better get to the bottom of it. She may look cute like this, but I don’t think she’s sleeping very well.”
“I can wake her up!” Pinkie said, suddenly holding a kazoo. She took a deep breath and clamped her lips down, but, instead of buzzing, there was only the sound of her lips flapping. “Huh?”
Pulling her head back, she looked at her hooves to find them empty, then looked up to see the kazoo floating towards Rarity, wrapped in an aura of magic.
Rarity imposed herself between Pinkie and the sleeping pegasus. “Is it really so much to ask for just a little decorum? You can’t surprise Fluttershy with your silly instruments like that; she’ll be terrified.”
“Instruments aren’t silly, you silly. I’m silly.” Rarity didn’t flinch, and a moment later, Pinkie shrank down. “Ooopsie. I might be just a teensy bit light headed from the going-red game.”
Applejack sighed.        
Turning back to Fluttershy, Rarity found Rainbow Dash hovering in the air above the cloud. She growled faintly, but it died as she watched the pegasus nudge her friend as gently as could be.
“Hey, come on sleepyhead. You don’t want to keep everypony waiting, right?” Dash said with uncharacteristic softness.
Applejack and Twilight moved in to flank Rarity, and the three ponies smiled as they exchanged glances. In front of them, Fluttershy stirred and stretched, but when her eyes opened, she suddenly dove behind the cloud.
“Urgh, Fluttershy!” Dash hoisted the cowering pegasus back up. “It’s your friends!”
Settling back onto the cloud, Fluttershy’s head dipped and her ears folded down. “I’m sorry.”
Rainbow Dash gave her a little push and hunkered down next to her, spreading a wing across her back while conspicuously looking elsewhere.
“You feelin’ okay there, sugarcube?” Applejack said, getting a nervous nod in reply as Fluttershy rested her head on her hooves. “Well all right. Twi, how about you spill the seeds then? What’s goin’ on?”
“I think it’s a bit of an anti-climax after all this, but here goes. I didn’t really give it much thought at first. I mean, I’ve had bad dreams before. The day before yesterday I just had this recollection of something, but you know how dreams are; I just shook it off. It was only yesterday that I woke up feeling really tired, so I tried to remember the dreams I’d had. I’m not sure ‘dream’ is the right word for it though. It was just this huge feeling of emptiness. I’m not sure how else to describe it.
“Last night was more vivid. It was as if this nothingness was trying to suck me in, and the only thing I could see was this brightly glowing pair of eyes. Then Spike woke me up and... well, I suppose that’s it.”
“Fluttershy?” Pinkie’s voice had lost all of its exuberance and she padded up to be face to face with the pegasus. “Fluttershy?” she asked again. “Are you okay?”
Fluttershy had retreated behind her thick, pink mane, but where one eye was still visible, tears rolled down her cheek. 
“It’s… just…”
“Oh, come on, Fluttershy!” Dash said. “We’re your friends, you can tell us!”
Watching in silence, Rarity frowned. As much as she wanted to berate Dash for pressing Fluttershy so harshly, she in turn wanted to press Twilight to mention the sleep-magic incident she had so obviously skipped.
Fluttershy’s ears folded down again as she spoke. “It... it wasn’t like how Twilight said. It was like feeling lost, and so very lonely. Like a terrified little baby calling for its parents. And it was so clear...” She sniffed as more tears began to flow and her voice broke as she tried to continue. “I saw this m-mountain, and-and, and those glowing white eyes. They were s-so—”
Dash sprang into the air as Pinkie exploded into blubbing and wailing and lunged in to wrap Fluttershy in a bear-hug. “Fluttershy!” Dash yelled. “Why didn’t you tell us about this before! Twilight, how can you be having the same dream?”
Twilight frowned. “Clearly it’s not the same dream, Rainbow, but I’ve never heard of anything remotely like this before. I have no idea what to say!”
“Sugarcube, this is what ya do best. Why don’t you go on home and read those books of yours? Y’know, take it one step at a time like y’always do.”
For a moment, Twilight just stared back at Applejack. Then, with a sudden stamp of a hoof, she said, “Yes. Yes I will. Fluttershy would you... err, Pinkie? I’d like to take Fluttershy with me now, if that’s okay?”
The mare released Fluttershy and bounded across to Twilight in a single motion. “Do you promise to look after her? She’s very emotional right now!” she said, very emotionally.
“Of course I will Pinkie. She’s my friend, too.”
“Okie–doki–loki!” Pinkie bounced across the room and out of the door, nonchalantly. Outside, the wind was still howling, blowing the door shut with enough force to shake the walls.
In less than two minutes, Rainbow Dash left with Twilight and Fluttershy to escort them to the library, and Applejack said she needed to get back to Sweet Apple Acres. The wind blew the ranch mare’s hat off as she walked out, causing her to chase after it and leaving the door banged loudly against the latch.
Rarity surveyed the empty room. Pride, resentment, relief, fear, anger, frustration, compassion, envy: so many emotions in such a short time. A cacophony one moment and then... For some reason, the words ‘emptiness’ and ‘lonely’ ran through her mind over and over. To top it off, she had committed herself to helping first Twilight, then Fluttershy, but now they were off helping each other and she was left here, like the last offcut of finest silk: beautiful, but useless.
Applejack is right. This sort of thing is Twilight’s speciality.
She sighed and grasped the door with her magic, but the wind sucked it open before slamming it shut again, and in between… No. Couldn’t have been. Just her imagination. Just the memory of Fluttershy’s dream conjuring up spooky images. There definitely wasn’t a pair of ghostly white eyes staring at her from beyond the doorway.
She remained rooted to the spot until eventually she lit her horn and opened the door again, just to be sure.
Nothing but the wind.
Releasing a sigh, she turned and started to walk back to the middle of the room. Still, it seemed to loom over her.
Nothing but the wind. Nothing but the wind.
“Twilight! Rainbow Dash! Wait for me!” she yelled, rushing back out the door.
When the door slammed shut for the last time, the Carousel Boutique finally fell into a deathly silence.