//------------------------------//
// Chapter 2 
// Story: The Clothes Make The Mare 
// by ocalhoun 
//------------------------------//

Chapter 2

“Princess Celestia!”

“Twilight! I'm so glad you were able to make it.” She rested in her favorite spot: that lovely cushion in front of her fireplace. Even as a filly, Twilight hadn't often been invited into Celestia's private quarters. It was still quite an honor that the guards had directed her to see The Princess here.

Twilight made a short bow before rushing up to her mentor. “What's wrong? Why did you need to see me? And why alone?”

“All in good time, my faithful student.” She stood up, stretching luxuriantly in the process. “First, I'd like to go over your latest letter.”

“Oh, that?” Twilight knew that Princess Celestia must have had something more urgent in mind, but Twilight was not about to gainsay the guiding light of her life. “Okay. Sure.”

“And let's go out for a walk while we do.”

Now this, Twilight was familiar with. Since her earliest days with The Princess, she had sometimes been taught this way. Inevitably, their walk would 'coincidentally' lead them to examples of whatever lesson Celestia was trying to teach her. “I'd like that,” Twilight said cheerfully. She had always loved walks like this when she was a filly.

“I've been aware of this problem since before I took the crown.”

Now that didn't make any sense. Celestia had been a princess for over twelve thousand years... but this gender issue hadn't existed a mere thousand years ago. “But wait, I thought it was more recent than that. My brother said–”

Celestia stopped her with a raised hoof. They were passing by the royal kitchens now, almost out of the royal housing section of the castle. “I'll explain that a little later, Twilight.” She turned left down a staircase to the levels below. “But even though the societal problems only began to surface about eight hundred years ago, mares have actually been dominant in pony society since before ponies even learned to speak.”

Twilight followed Celestia through the door on the next level down on the staircase. “Really?” she asked. “My ancient history books never mentioned anything about that.”

“They wouldn't.” Celestia gave one of her famously hard-to-read little grins. “After all, who writes the history books?”

“Oh... right. But I just can't get over how unfair some of it is.” They were walking through the whitewashed hallways of the guard barracks now. Twilight had been here many times before, visiting her brother, which brought to mind one particular example of that unfairness. “You know that when my brother applied for combat magics school, he got turned down, even though his scores were better than three of the mares who were chosen in the same class?”

“Things like that happen all the time, my little pony.” She led Twilight past the entrance to the guards' mess hall, and onward down the hallway. “And that's why I've kept trying to turn around attitudes about it.” She snickered a little, a sound not often heard from such a regal pony. “Making Blueblood a prince was one of my early attempts at changing those attitudes... though that one rather backfired when it went to his head.”

“Oh... I was wondering why you never did anything about him.”

“Yes.” Celestia grimaced as she walked. “If I demoted him now, certain ponies would see it as proof that stallions aren't fit for high positions.”

“And what are you doing now?” Twilight knew Celestia wouldn't let an issue like this fester without doing something about it.

Celestia stopped walking. The two were now standing in front of the guards' lockers and changing room. “Why don't you step inside and see?”

“Here?” Nopony was allowed in there. It was private... And there were two very intimidating royal guards stationed at the entrance.

“Yes, Twilight Sparkle. Here.”

“But... they're changing in there.”

“That's truer than you know, my faithful student.” She gave twilight a nudge toward the door. “But it isn't as if you've never seen ponies without clothes on before.”

Still, Twilight's inhibitions got the better of her. The stern glares of the two guards at the door didn't help either. She stood still, conflicted. She was unable to go through, but also unable to disappoint The Princess. What would she do?

As always, Celestia seemed to be able to read her mind. “Don't worry Twilight: I'm coming, too.” She calmly stepped through the doors, unquestioned by the guards – of course.

Still slightly uneasy, but now with a clear path to take, Twilight followed The Princess inside. It looked and smelled like anypony would expect a locker room to: rows of lockers and benches smelling of sweat and dirty horseshoes. A few royal guards walked here and there, most of them headed past Twilight and Celestia toward the door. Thankfully for Twilight's sensibilities, all of them were fully clothed.

“Let's head to the showers,” Celestia said, already walking off.

“Sh-Sh-Showers?” None of her previous educational walks with The Princess had been anywhere near this risqué. What was going on?

“Come along, Twilight.” Hurrying, Twilight caught up to The Princess. This was awkward enough without being in here alone. As Twilight came up alongside, Celestia stopped again. “Aha! That's what I've brought you here to see. Watch closely.”

Twilight looked to where The Princess was pointing and saw just what she had been hoping to avoid. Half a dozen royal guards were getting ready to hit the showers, some already unbuckling their armor. Still, Princess Celestia wouldn't have brought her here if there wasn't something important  to see. She watched on, steadfastly trying to quash the part of her that wanted to enjoy watching these stallions undress.

The guards didn't seem to take any notice of the two mares watching them, and they began to strip off their armor. Something odd was happening though. As the first one took off his armor, his white coat became reddish... and his straight blue hair became curly and yellow. Another stripped down and turned green... and became a mare! Twilight's jaw dropped. One by one, the guards all stepped out of their armor and into the showers... and one by one, each changed into an ordinary pony along the way. Four became mares, but all of them changed coat color, mane color, and even eye color... a couple even significantly changed in size!

She couldn't believe it. “Are... are all of the royal guards like this?”

“Most of them are,” Celestia said. “Occasionally, we get one in who already looks enough like a guard that he doesn't need it.”

“Like Shining Armor.”

“Yes, like your brother.”

All of Twilight's years in magic training weren't wasted on her. “You enchanted their armor with an illusion spell!” What a massive undertaking... “But, why?”

“The royal guards are respected throughout Equestria. Having stallions in that role helps build respect for stallions everywhere.”

“But isn't it... well, weird for the mares to change that way?” In truth, Twilight still found herself a little unnerved by it. “I mean... what about their... you know?”

Celestia smiled knowingly. “Have you ever noticed anything unusual about the royal guards in that respect, Twilight?”

“Who, me?” In truth, Twilight had... but that wasn't the kind of thing one could just ask about as if it were a casual observation. “Well, I, uh...”

“A curious young filly growing up in Canterlot Castle with all those handsome, immobile guards? Of course you peeked, sooner or later.” Celestia's grin grew wider. “I was a young mare once, too, after all. I know.”

“Well...” No use denying it, Twilight supposed. “They're actually genderless.”

“Exactly. The enchantment on that armor is much more than a simple illusion spell. It changes all sorts of things about them.”

“Wow... I can't believe I never knew, even with my brother in the guard.”

“We make sure they're very tight-lipped about it, naturally,” Celestia said. “If ponies knew about it, all that effort into stopping the discrimination would be wasted... And to that end, I'd suggest you be careful whom you mention it to as well, my faithful student.”

“You can count on me, Princess!”

“I know I can, Twilight Sparkle... I know I can...” Celestia paused. She seemed to be lost in introspection, thinking about something difficult. Twilight didn't interrupt. Eventually, she continued, “But gender equality wasn't the only reason I wanted to show this to you, Twilight.” She sighed heavily. “Let's return to my quarters.”

Twilight had never seen the usually regal and self-assured alicorn act so hesitant... it was disturbing. Could this be the reason Celestia needed to see her? She followed her teacher back silently, hesitant curiosity, nervous anticipation, and sullen dread all roiling inside her.


* * *


With her magic, Princess Celestia closed the door to her chambers behind Twilight. The unmistakable sound of a latching lock followed. “What I'm about to tell you, Twilight, nopony else can ever know, no matter what you decide to do. Are we clear?”

“Of course, Princess.” Nervousness squeezed at her chest. What could this possibly be?

Celestia sighed, and she seemed to shrink down a little. “I suppose I can't put off telling you any longer, Twilight...” She paused, still seeming reluctant to continue. She looked at Twilight in the eye, made a slight nod, and her expression rose from reluctance to determination. “I'm dying, Twilight Sparkle.”

“What!?” Twilight's world was imploding. She dropped to the floor. “You can't die! You're immortal!”

“Nopony can cheat death, Twilight, not even a princess.”

“Of course you can! You're twelve thousand years old.” This had to be some kind of joke... some kind of misunderstanding. The world just didn't work like that, and Twilight couldn't accept it.

“'Princess Celestia' may be, yes... but little old me? I'm two-hundred and forty-seven... and feeling every year of it.” Celestia's head drooped down. “And I'm tired, Twilight Sparkle.”

“But–”

“Let me show you, Twilight.” Gathering her strength, Celestia again stood like the proud ruler she had always been. “Each part of the regalia I wear represents one of the three pony races that make up an alicorn.” She reached up to her crown. “The crown represents the unicorn race. It lends me my cutie mark, my ability to raise the sun, and the color of my coat.”

As she removed the crown and set it down in front of her, Celestia changed. Her mane lost its ethereal glow, shortened and turned blue. Her white coat faded to a toy-store pink, and her cutie mark vanished, leaving a red rosebud where the sun-in-glory should be.

Twilight watched in silence, her eyes wide and her mouth hanging open, unable to respond to what she was seeing. It couldn't be!

Slowly, Celestia removed the huge golden chest piece from around her neck. “The chest collar represents the pegasus race. It allows me to have both wings and horn, as well as an earth pony's stamina.” As she set it down on the floor next to the crown, the horn vanished from her head. Now, the pony standing in front of Twilight was merely an unusually tall pegasus mare. “The shoes represent the earth pony race. They give me Celestia's stature and agelessness.” These, too, Celestia laid out in front of her. As she put down the last one, she rapidly shrank down and aged. “There. Now you can see me as I truly am, Twilight.” Standing in front of her was a pegasus mare smaller than Twilight herself, and looking more venerable than Granny Smith. “Before I became Celestia, ponies knew me as Rose Petal.”

Twilight finally found her voice. “Before you became Celestia?”

“The pony that the history books know as 'Celestia' is actually a long succession of different ponies wearing this regalia, Twilight, each one carefully chosen by the one before.”

“But, Princess, what–”

“Please, call me Rose.” Even Celestia's voice had changed; it was softer and sweeter now, but wavering, with none of the power and grace it once had.

“Ah, okay... Rose...” Twilight was quickly becoming overwhelmed. “But what about Princess Luna?”

“It is the same way with her, though due to her time on the moon, she has been portrayed by one single pony for much longer than usual.”

This clashed with everything Twilight knew to be true. “But she's your sister. The two of you can't be–”

Celestia cut her off again. “Sisters as in members of a sisterhood, Twilight.” She giggled a little. “The pony you know as Luna is actually a completely different pony. His name is Silver Wind.”

“His!?” Twilight slumped to the ground. This conversation was making her dizzy. “Luna is a stallion?”

“Not all of us are like this, though. Princess Cadance is actually a natural-born winged unicorn... very rare, but it does happen at times.” She seemed to take note of Twilight's harried state, changing her tone. “I know this is a bit much to take all at once.”

“A bit?”

“But yes, Luna is a stallion. Even I have only seen his true self a few times when he–”

“Wait,” Twilight interrupted her teacher – something she would normally never do. “I recognize you! Rose Petal. You're one of Celestia's servants! I've seen you here before. This must all be some kind of elaborate joke!”

“I have played the role of servant at times, yes... when I tire of being the eternal sun goddess... but this is no joke, Twilight Sparkle.”

It was too much. Twilight couldn't accept it. This couldn't be true! “No, it can't... must be some logical... too implausible... it doesn't make...” Still babbling, she huddled herself together in a tight ball of fear and denial.

But then, she felt a familiar wing across her back. She looked up and saw Rose – no, Celestia – looking at her the way she had so many times looked at a hurt or upset purple filly. Then, Twilight knew. All her denials and arguments were gently washed away. She uncurled from her wadded ball of misery and embraced the pink pegasus next to her. “Princess... I–”

“Not 'princess' anymore, my faithful student.” She released Twilight from the hug. “Just 'Rose Petal'.”

Twilight looked back up at the pony in front of her. “Not princess? Then who will...” Her eyes widened in sudden realization. No-no-no-no...

“Why do you think I showed you all of this, Twilight?”

No-no-no-no-no – YES! – No-no-no... “But, I–”

“I have been preparing you for this for a long time, Twilight.”

Most of Twilight wanted to run away, to hide. One little traitorous part reminded her of her wildest fantasies... the ones where she herself became an alicorn, became a princess... became Celestia's faithful partner rather than Celestia's faithful student. But this... this wasn't what she dreamed of. She wanted to be with her mentor, not be her mentor... And what about... ! “What about my friends?! What about my own life?”

Celestia – or was it Rose? – winced. “I am so sorry, Twilight Sparkle... so very sorry.” She looked into Twilight's eyes, and Twilight was shocked to see tears welling up. “I am asking you to make such a sacrifice. It's unfair, and you don't deserve this treatment.” Her frown deepened, and the concern in her eyes grew. “But I have little choice. Without a consistent ruler, Equestria could once more be ravaged by war and the struggle for power. I must choose a successor.”

Twilight already felt the stinging pangs of loss.

“Your friends can still visit you, of course, and you can still escape, occasionally, taking it off and living as Twilight Sparkle again... for a short while.” She laid a pink hoof on Twilight's shoulder. “But 'Twilight Sparkle' will move back to Canterlot, and she will become Celestia's brilliant – but reclusive and rarely seen – student.” She drew Twilight in for another hug. “I waited as long as I could. I wanted you to have as much of your own life as you could... but now, I fear, it is time.”

“You mean you're...” Twilight pulled away and stood staring in shock. “No! You can't! Not yet!”

Rose Petal giggled again. “No, not quite yet, my faithful student. I still have a little life left in me.” Her grin faded, and her tone grew dreadfully serious. “I want you to know, Twilight, this is your choice. I could still find somepony else in time – probably.” Her stare softened. “But you are the best choice. The best pony anywhere to be the new Celestia.”

“But I'm just a regular old–”

“And I'm just a regular old pegasus. I know you can do this, Twilight Sparkle. All I'm asking is, are you willing?”

Again, Twilight fell back onto her haunches. Was she willing? “It's just so unfair...”

Compassion filled Rose's face. “Life often is, my little pony, life often is... no matter what we do.” She glanced away for a moment before looking back. “You don't have to decide right away, necessarily... I could give you some time... though it is... urgent... I don't want you to feel–”

“I'll do it.” The words seemed to come out of her mouth all on their own... but as she thought, she realized she would. She would do nearly anything for Equestria; she would do even more for her beloved teacher.

“Thank you, Twilight Sparkle. For everything.” Tears were welling up in the old pony's eyes again.

“So... ah... where do I begin?” Twilight asked.

That seemed to bring Rose back from her morose turn. “Well, let's get started right away, shall we?” She pointed to the golden horseshoes now sitting empty on the floor. “Put the shoes on first.”

“I'm not sure if they'll–”

“They will fit. Just put them on.”

One by one, Twilight slipped into the enchanted shoes. As she placed her hoof into the last one, a feeling like she had never felt before rushed into her. She was growing, and fast! Before she knew it, she was looking down at a much shorter pegasus mare. The spacious private quarters didn't seem quite so large anymore. Her head spun a little from the vertigo.

“You get used to that, after a while,” Rose said, a hint of mischievous glee in her voice. “Now, the chest piece.”

Clumsily, Twilight reached for the ornate chest piece, only to fail rather embarrassingly. This new, larger body would take some getting used to. Instead, she lifted it up with her magic, and slid it down onto her – much longer than usual – neck. As it settled into place, a pomf sound came from behind her; she even felt pressed slightly downward as the wings shot out of her back. She fluttered them a little, experimentally, and glanced up at her horn. She could see it easily now; it had grown substantially.

“You'll learn to use those wings in due time. Just be grateful you already know how to use magic... which, by the way, you'll probably find quite a bit easier now.” Rose Petal stood there staring at Twilight for a moment.

Twilight couldn't understand that at first, but then she realized what the pegasus must be seeing: a full-statured alicorn version of her faithful student... Twilight wondered how long her mentor had been imagining such a sight. “And then... the crown?”

“Yes,” Rose said, seeming to shake herself out of her reverie, “As soon as you're ready.”

With a sigh of trepidation, Twilight lifted the crown with her magic. More than anything else, this was it: it would seal her in as the new Celestia – new ruler of Equestria! – and it would complete her transformation. She was finding it hard to breathe... but she couldn't turn back now. Wincing her eyes shut, she thrust the crown down onto her head. Oddly, though, this time, she didn't feel any change. Slowly, she opened her eyes and looked at herself. Her legs were white! Her body was white! Her mane and tail had changed colors, and they now waved in a familiar invisible ethereal breeze. She bent around to see her cutie mark: the sun-in-glory... She was Celestia now... even if she didn't feel like she was.

Twilight found herself more than a little breathless. “Okay... okay... I'm okay... So, um... What do I do now?”

The pink pegasus in front of her smiled warmly. “Stay true to yourself, Twilight Sparkle. I chose you for a reason. For starters, how about you try to do something about that gender discrimination issue... and also...” She hesitated for a moment. “Don't lose contact with your friends.” She looked away, and added quietly, “Like I did.”

“There's so much I don't know.” How was Twilight supposed to know how to rule a kingdom, anyway? “What if I mess something up? How will I–”

“You won't be alone, Twilight.” She chuckled. “I think 'Rose Petal' can still be Celestia's servant for a while longer... so I'll be around to give advice... And you can trust the royal advisors. They were also carefully chosen.”

Even if she would have help, it was still very overwhelming. Ever so quietly, Twilight sang under her breath, “I wasn't prepared for this...”


* * *


Celestia smiled as she saw her five friends and a certain baby dragon rush into the royal audience chamber. “I'm so glad you could answer my summons on such short notice, girls.” She turned her head to the side, toward her guard commander. “Excuse us please. This will need to be a private audience.”

Wordlessly, her guards and servants left the chamber, all save for one: a pink pegasus at her side.

“What's the matter, Princess?” Applejack asked.

“Is it about Twilight?” Spike added, “Where is she?”

“Is she okay?” Fluttershy whispered. “I really hope nothing happened to her.”

Celestia hushed them all with a raised hoof. “First, I must swear you all to absolute secrecy.” She nodded toward her pink friend. “That means Pinkie promise.”

Pinkie Pie gasped and almost exploded on the spot. “The Princess knows about Pinkie promises!? This is the greatest day ever! I'm famous! Now everypony will be making Pinkie promises, and we can all be promise buddies and–” she gasped again. “And have a big Pinkie promise party!”

Princess Celestia cleared her throat meaningfully.

Applejack, seeming to take the hint, shoved a hoof into Pinkie's mouth, shutting off the overflow of exuberance.

As soon as she calmed down a little and stopped bouncing, the hoof was removed from her mouth, and Pinkie Pie jumped in front of the others to lead them in her solemn oath, “Cross my heart and hope to fly, stick a cupcake in my eye... Pinkie promise!”

Celestia smiled and sighed. Somehow, that already seemed nostalgic. She glanced over at the pegasus beside her in a display of indecisiveness very uncharacteristic of Equestria's ruler. Receiving a slight nod from Rose Petal, she turned back to her friends. Slowly, carefully – she was still unused to her larger body – she brought her hooves up to her head and removed the crown. As she set it down on the dais in front of her, she changed. Her mane and coat returned to their purple and lavender hues, and her cutie mark returned to being an amethyst star.

Six startled gasps of amazement greeted her in return.

“Twilight!” Rarity was the first to find her voice. “You're... You're a... The Princess!?”

“Oh. My. Gosh!” Rainbow hovered up on her wings, her eyes wide open in shock. “How long have you secretly been The Princess?”

“Not long,” Twilight assured them. “Not long at all.” Slowly, she filled them in on everything that had happened, scarcely believing it herself.

“So, you're going to be livin' here in Canterlot from now on, huh, Sugarcube?”

“Well, mostly.” Twilight sighed. This would be the hardest part. “I could still come visit occasionally, of course, and–”

“Hm, well, I've been thinkin' of openin' up a franchise farm up here around Canterlot anyway.” Applejack was such a bad liar.

“Ooh! Ooh! And I could open up my very own sweet shop!”

Rainbow looked over incredulously. “How are you going to afford that, Pinkie?”

“I know people,” she answered cryptically.

“Okay, whatever...” Rainbow Dash shook her head. “Anyway, I'll have to move out of Ponyville anyway to join the Wonderbolts, so I'll just sign up to be stationed with the Canterlot squadron.”

“Oh, and I... I um... well, I heard there was an opening at the Canterlot Intensive Care Animal Hospital...”

“And you know I've always dreamed of living in Canterlot, Twilight!” Rarity said, positively preening. “So of course I'll come.”

“And... well, um... Can I still be your number one assistant?”

She had to fight back tears by the time they were all finished. “You... you don't have to,” Twilight stuttered, “It's not fair that all of you have to give up your lives, too.”

“Life happens wherever you are,” Rainbow replied, “I'm not giving up anything.”

“And life's not always fair, Sugarcube... but you just gotta make what you can out of it.”

“Go to them.”

Twilight had forgotten about Rose Petal sitting next to her... but she took the old mare's advice and rushed down to her friends, sweeping them all up into an enormous hug. “You all are the best friends a pony could ever ask for!”

As the hug ended, Spike handed her the crown... her crown... She picked it up, and as she put in on and changed back into the Celestia everypony knew, she thought that, strangely, it didn't seem like such a burden anymore.


* * *