• Published 15th Jul 2014
  • 1,533 Views, 106 Comments

Manehattan Madness - Ardashir

It's the Manehattan Spring Fashion Show! And for the first time ever Carousel Boutique wlll be there. Rarity and her models: Applejack and Fluttershy and a Changeling Queen searching for lost changelings -- who do NOT want to be found

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The First Night: Receptions and Revelations

The First Night:
Receptions and Revelations

“Here’s your address, Miss; Seven-one-five Park Street.”

Applejack looked up at the three-and-a-half-story brownstone before her; it seemed smaller than she remembered it. Ah was just a filly back then. Set in one of Manehattan’s classier neighborhoods near Central Park, she would normally have felt a little self-conscious about standing out here. She swallowed, straightened the Rarity-original semi-formal dress, made sure of her piled-up-and-fluffed Rarity-makeover mane – dang, wish Ah had mah hat, I miss it – and stepped down from the black-and-yellow cab pulled by an earth pony in matching livery. She turned to him and dropped some bits into the cashbag around his neck.

“Here ya go, and thank ya –” She swallowed, forced herself to remember who she was meeting tonight and started over in upper-class Manehattanite diction. “I mean, that is, thank you so very much for your kindness.”

“Thank you, Miss!” The cabbie neighed with real enthusiasm when he saw the tip she gave. He turned and trotted off into the gas-lit early evening, his hooves ringing on the cobblestones. Past him she saw a few more ponies headed home from a day’s work or heading out for a night on the town. Over the roofs, the sky glowed with the lights of Manehattan, almost as bright as Luna’s moon overhead.

Applejack turned, took a deep breath, reached her muzzle down into her neck purse and withdrew the calling card Rarity had made for her, and climbed the stone steps to the solid wooden front door. It no longer looked quite like the wall of a fortress as it had to that long-ago filly she’d been, but it was still formidable.

She reached the stone stoop, too small to be a proper porch. Light shone from the glowgem lanterns flanking the door as she raised a forehoof to the brass knocker – and hesitated. Ah can still turn around and go back ta the hotel. Nopony would ever know.

‘Ceptin me, that is.

# # #

“Fluttershy, Yellow Jacket, I promise you, this will be a show to remember!” Rarity’s eyes almost glowed as the two-chauffeur rental carriage pulled off 39th Avenue into the crush of carriages and cabs before Dressage Hall. The two coiffed-and-bejeweled passengers with her – the pegasus and unicorn-shaped Changeling – looked up at the Hall, a Canterlot Hearth’s Warming auditorium plopped down into midtown Manehattan, Saddleback Center looming behind it. Above them, another traffic jam of pegasus chariots piled up over the Hall’s roof garden.

Yellow Jacket heard Fluttershy choke back a squimper as the carriage pulled onto the loop drive, pushed to the curb before the main entrance. In the Manehattan twilight, the hall and center looming over the tiny pegasus became the world’s largest Scorpio Major – Dressage Hall as its head, the smaller flanking towers its pincer-tipped pedipalps, and the tall slim tower of 30 Back its tail,raised to strike. Even the random pattern of lighted windows became stars in the constellation-beast’s coat.

Their carriage halted, squeezed between two others. Rarity all but danced out in her gemstone-studded amethyst formal as the liveried doorpony opened the carriage door, followed by a sedate Yellow Jacket in a golden saddle-dress stepping down with deerlike grace. Fluttershy took to the air and fluttered over their heads, the airy dress she wore – a Rarity original, of course – billowing out in emerald and lace as she dropped to the pavement with a soft eep.

“I hope this all goes as well as Rarity wants it to,” she near-whispered to Yellow Jacket as they followed Rarity under the great entrance archway. “This means so much to her, it’d be terrible if anything went wrong.”

“I’m sure everything will be just fine, Miss Fluttershy,” Yellow Jacket responded. She fought to keep from smiling at the way the normally reserved Rarity was behaving, all but bouncing in her finery. The Changeling in unicorn form drank in the excitement coming from her, mingled with joy and a steely determination beneath. “We’ll be here to support her if anything does go wrong.”

“I hope it’s quiet,” Fluttershy said. “I’d really like it if something went normally for us for once, with no surprises.”

Of course it will, Yellow Jacket thought with a snort. Behind them, more hooves clopped across the cobblestones of the loop drive. It’s a fashion show, not an attack by monsters or the like.

“Fluttershy! Hey, Miss Fluttershy, over here!” Fluttershy eeped and shrank behind the others as a barrage of camera flashes went off; all three shut their eyes against the sudden and unwelcome glare. Yellow Jacket glared at the pony reporters half-surrounding them, cameras flashing like lightning in a thunderhead. The pegasi's sudden fear tasted foul, and they were the cause. Fluttershy raised her wings to hide her face. “That’s it, love,” one of the reporters called, “try and be coy!”

Okay, maybe something like a monster attack. Yellow Jacket wanted to growl. She felt the sudden spike in fear from Fluttershy, oddly strong even for the shy mare. Rarity suddenly pushed her way in between Fluttershy and the reporters, on the opposite side of her from Yellow Jacket. Fluttershy partly lowered her wings. Yellow Jacket felt her growing calmer.

“Now, now, gentlestallions,” Rarity said, smiling and batting her eyes, using mane and tail to expertly turn their attention to herself, “you will all be seeing my models on the runway starting tomorrow. But –”

The tallest camerapony thrust a hoof forward. “Never mind her! Get that carriage!”

The entire herd of photogs stampeded past them; Rarity stood there like a wide-eyed statue and Fluttershy almost went down on her belly. Yellow Jacket was the first to look behind them, craning her long neck around; the other two followed suit, along with most every pony remaining before the doors.

Behind them, the longest stretch carriage any of them had ever seen pulled up to the curb behind a four-chauffeur team. Camera flashes lit it up, including some backlighting it; two silhouettes flickered behind the tinted windows – a hornless pony head facing the curving beak of a female griffin.

“Who –” Rarity neighed, her irritation washing over Yellow Jacket. Beside the Changeling, Fluttershy gasped. She’d seen – and ridden in – carriages that long before, during her previous short-lived fashion career. Only one pony other than Prince Blueblood would demand a carriage that long…

“Never mind who,” Yellow Jacket neighed. “Now! While they’re busy!”

A moment for Rarity to react, then the three made for the entrance at a near-gallop. Primary flight feathers hiding her face, Fluttershy ran into the Scorpio’s maw.

# # #

The heavy door-knocker thudded under Applejack’s hoof. To her surprise, a unicorn pony in servant’s livery opened it. Huh, Ah didn’t know Aunt an’ Uncle Orange made enough ta be able ta afford a servant.

“Madam,” he said, giving her a swift look that took in her fine dress, the fashionable mane style, and the ruby and gold jewelry at her throat, all of it either borrowed from or done for her by Rarity. His tone became slightly more respectful as he said, “Whom may I say is calling?”

Applejack mouthed her calling card over, wondering how he’d react if she’d shown up in her usual Stetson and with her lasso by her side. Heh, probably would’ve neighed for the cops and slammed the door. Sent me around by the back at the least. As he read the card, held in his magic before his eyes, she said in her best upper-crust Manehattan accent, “Abigail Jacqueline Apple, Titular Countess Appleloosa, Bearer of an Element of Harmony, here to see my dear Aunt and Uncle Orange. I do hope I’m not late.”

“Your Ladyship, please do come in.” The unicorn stepped back far enough to let her inside, bowing as he did. She felt immediate warmth and wondered if Aunt and Uncle Orange were doing so well as to afford magical heating before she saw the steam radiator hissing against the wall. “Your aunt and uncle are awaiting you inside.” He looked ready to say more but stopped as a mare’s voice called out from further inside the house.

“Abigail, darling! Is that you? Oh, do come in, dear, we have so much to talk about!”

“Coming, Aunt Orange!” Applejack called out. She sighed and headed down the hallway, thinking, Inta the dragon’s den.

Oh, now stop that. This here’s your aunt and uncle who took you in and tried ta make a lady out of ya. She looked at her reflection as she passed the entry hall mirror in its ornate brass frame. An’ maybe some of it stuck, after all.

Except for everything seeming smaller, Applejack was surprised to see how little the home was changed since she’d visited as a foal. Maybe a couple of the framed pictures on the wall looked different, but otherwise it was all the same. Same big staircase on the left, same archway to the right, same plush rugs over hardwood floors underhoof, same warm smells of fresh fruit and bread and alfalfa and oats coming from the ground-floor kitchen, same fancy-made iron glowgem lamps set into the walls and hanging from the ceiling. And now before her, the formal parlor with its carved wooden chairs and couches and a fireplace in the corner with a small blaze going. The bookshelves stood against the wall, nice and full. Applejack felt a smile pull at her lips when she saw that; she’d spent many a happy hour reading some storybooks and works of history she’d found there as a filly staying here.

And in the middle of it, smiling at her, both looking only slightly older, a pair of orange-coated earth ponies. The green-maned stallion smiled at her as the mare, her orange mane piled high on her head in the same style as Applejack’s currently was, stepped forward to entwine her neck with the palomino’s.

“Abigail, darling! You look magnificent!” She looked back at the stallion as he came up beside her. “Doesn’t she, Moseley? And did I hear correctly at the door, dear? Countess Applejack of Appleloosa?” Uncle Orange smiled warmly and nodded. Aunt Orange’s eyes glowed almost like Rarity’s when she was meeting a new noble for the first time. The jewel-inset golden necklace at her throat flashed almost as brightly as her eyes as she said, “My dear niece. A noblemare, a heroine of the Realm, and an Element-Bearer? And dressed so, so magnificently!” Aunt Orange walked around Applejack, almost skipping on her hooves. She set her head by Applejack’s and said, “See, dear, I said we’d make a proper Manehattenite out of you one day!”

“I suppose you did at that, dear aunt,” Applejack said, wincing internally at how fake she felt whenever she talked like that. She loved her aunt and uncle and knew they loved her, but their obsession with status and position reminded her all too much of Rarity at her worst. Now remember, she told herself. They’re family, just like Big Mac and Apple Bloom and Granny Smith. She smiled and said, “And I thank you ever so for inviting me over for dinner.” I just hope it’s better ‘n the dinners I remember having here. Or that there’s more of it! Aunt Orange looked at her with wide eyes.

“You’re in town, dear, how could we not invite you over? Stately,” Aunt Orange said to the butler, who’d just entered the room, “how is dinner coming along?”

“I’ll check with the cook, madam,” he responded, sounding a lot like Horte Cuisine back home in Ponyville. Applejack wondered if they’d both gone and learned how to speak like that at the same place as Stately added, a slight tone of asperity in his voice, “She did say that it might be slightly easier if Miss Babs didn’t keep sneaking in and taking samples.”

“Oh, Babs!” Aunt Orange sighed and rolled her eyes. Applejack felt glad she already was smiling. She remembered her aunt doing that several times when young Applejack unintentionally committed some gaffe. Or sometimes not so unintentionally. She headed for the stairs alongside Aunt Orange as she said, “Moseley, could you please check on Babs and make sure she’s ready for dinner?” Moseley, Uncle Orange, headed off for the kitchen in the rear of the house with a sigh. “And Applejack, please do come along, we have simply got to talk about what you’ve been doing with yourself since you left us.”

“Oh, nothing much, dear Aunt Orange,” Applejack said as she followed the older mare through another archway past the serving pantry to the formal dining room at the rear of the house. Despite having become a mother since she’d gone back to Ponyville, her aunt still looked to be in good shape. Slightly heavier, but no more so than many a mare. “Keeping an eye on the farm, helping out around Ponyville every now and then, trying ta, I mean to, keep Apple Bloom from doing anything too wild to get her cutie mark….”

“And helping the Princesses, too, yes?” Aunt Orange asked, her voice somewhere between glee and awe. “I mean, you did save all of Equestria several times over since we last met. Nightmare Moon, Discord, Chrysalis… With some help from your friends, that is.” She said friends the way some ponies might have said “servants”.

Applejack wondered just what Twilight and especially Rainbow Dash would think of being referred to as her sidekicks. Part of her wished Dash especially could hear it. The wiser part of her felt relief that she’d never know.

They reached the dining room and entered to find dinner already set. Applejack felt relief to see that it’d just be the four of them. Those fancy old dinner parties used to bore her stiff, no matter how much Aunt and Uncle Orange loved them. Now, be fair, they used to take you to the theater an’ museums an’ zoo afterwards. Silverware set on the table, cleaned and buffed until it shined. Applejack fought down an impulse to lick her lips when she smelled the delightful odors rising from the tureens and platters on the table. Another unicorn dressed in the traditional white apron and hat of a cook stood by the table. The butler stood beside her and next to the dumbwaiter in the wall. He pulled a chair out, first for Applejack, and then for Aunt Orange. Huh, they really are going all out for me, here. AJ thought as she seated herself. I’d kinda hoped this might be something a might more casual.

“It all smells first class,” Applejack said as she sat down. “Fine as any vittles Ah ever had at the Sun Palace, and that’s the truth.” She noticed how Aunt Orange winced slightly, and added, “Oh, do forgive me. I meant to say, this is a simply magnificent meal. It puts me in mind of dinners I’ve had with the Princesses. I hope my aunt makes sure to add that when she describes your hard work to anypony who asks,” Applejack added the last part to the cook and butler. Both held their heads slightly higher at the praise. Aunt Orange sat back with a smile.

Uncle Moseley entered the room. Aunt Orange said nothing, but the question was plain on her face. Meanwhile the butler went around the table and poured sparkling golden cider into the bowl-like glasses set by the plates. Applejack noticed with pride that it was straight from Sweet Apple Acres. ‘Course, I don’t think they’d serve anythin’ else right now.

“Babs is getting ready,” Uncle Orange said as he took his own seat. “In fact she ought to be here in a moment – oh, hello, dear.” Applejack didn’t see her, but she heard the sound of filly-sized hooves clopping over the wooden floor in the hallway leading to the room.

“Babs?” Aunt Orange smiled at Applejack and then said, “Babs, dear, come in and meet your cousin Jacqueline.”

“Huh?” Applejack had to work to keep from smiling at the looks that went over her aunt and uncle’s faces as Babs called out in that almost movie-thick Manehattan waterfront accent, “I don’t have no cousin Jacqueline…” As she spoke she entered the room, a freckle-faced blank-flank filly looking very uncomfortable in the fancy dress she wore. Applejack could relate, remembering how she’d itched when her aunt and uncle all but forced her into a dress the first few times. Babs blew a tuft of her short-cut mane aside, looked at her in confusion, and then she stiffened.

“Oh. Hi, cousin Applejack from Ponyville.” Babs went straight to her chair, pulled it out and barely submitted to having it pushed back in by the butler. “I remember her, she looked different then, though. I can handle my own chair, ya know,” she said to him before adding, addressed to nopony in particular, “Why d’ya gotta hire servants when it’s only cousin Applejack visiting?”

Oh, so they did this just for me? Applejack wondered if she ought to feel flattered or embarrassed. Beside her she saw Aunt Orange’s ear flick once in annoyance before she spoke.

“We hired servants for a nice dinner with your cousin Countess Abigail Jacqueline Apple,” Aunt Orange nodded to AJ. “Because of everything she’s done for Equestria and because she’s our niece who lived with us before you were born.” She looked at her daughter.

Applejack did flush then. “Oh, hey now, Aunt and Uncle Orange, it’s fine. I appreciate what you’ve done but I don’t like to show off.”

“You sure about that, cuz?” Babs glared at her and her mother as she spoke. “Because right now ya kinda look like a ponyquin in a storefront window on Fifth Street.” She paused, took a mouthful of the cold fruit soup set before her, and added, “But their manes look more lifelike.” Aunt Orange’s eyes seemed to burn, and Uncle Orange didn’t look much better. Before either could say anything Babs said in a much politer tone. “How’s Apple Bloom and her two pals doing? That last letter she sent me, she said something about how your friend Rarity was actually a wolf in disguise or something?” She hesitated, and added with a chuckle, “And oh yeah, you got those two dames Silver Spoon and Diamond Tiara working on the farm, feeding chickens and slopping pigs and shoveling sh –“

“Babs Orangeseed!”

“What?” Babs gave her parents an innocent look over the soup spoon. “I was just asking how my relations are doing.” Neither of them looked mollified. Applejack spoke fast before anything else could go wrong.

“Heh! Oh, Babs, you little darling.” Applejack cringed slightly when she saw Babs wince and glare at her. Okay, Ah wouldn’t a’ liked being called that either at her age. Speaking more respectfully, she said, “Apple Bloom and Sweetie Belle and Scootaloo are all doing well. They’re always happy when they get a letter from you talking about the Manehattan branch of the Cutie Mark Crusaders, they tell everypony all about it. You’re truly doing some good with that.” Babs looked happier at that, though AJ wondered Aunt Orange gave a small snort. The palomino quickly said, “Oh, and Rarity’s not a wolf, it’s just that a wolf found himself trapped in town and had to hide out in a magical disguise Rarity and our friend Twilight Sparkle,” she turned to Aunt Orange, “you know her, Princess Celestia’s personal apprentice and bearer of the Element of Magic, made together mostly to see if it could be done.” Applejack shrugged. “In the end everything got settled and Princess Celestia made the wolf a diplomat so he could help bring the wolf packs into Harmony as full citizens of Equestria. Oh, and along the way we had to make a similar treaty with Queen Vespid and her hive of Changelings, friendly Changelings,” she emphasized the latter when she saw the fear on everypony’s faces, “become part of Equestria too."

"So you see, Babs, it was all a perfectly normal misunderstanding in the end.”

She returned to her soup. Babs spoke up again.

“If that’d happened anywhere but Ponyville, I’d say that sounded totally crazy. And ya mean ya couldn’t tell a male wolf was a female unicorn? Gee, cuz, maybe ye better make sure ta get your eyes looked at.” Applejack blushed.

“Babs!” Aunt Orange snapped. She looked at her niece. “I’m sure it was a very well made suit. Her Grace Twilight Sparkle is the greatest living mortal mage in Equestria, after all. Now back to dinner, everypony.”

Babs spoke again. “Hey, if those wolves come to Manehattan, can I have one for a pet, er, maybe I should say ‘roommate’?”

Applejack bit down on a laugh at the idea of Ardi or one of his relatives prowling through an upscale Manehattan brownstone. Then again, the last time she’d seen him in Ponyville, he’d looked fairly dapper in the diplomatic attire Rarity made for him. At least until he’d gone chasing after her little sister and her friends in a lupine game of tag and ended up in a mud puddle. Applejack wondered if the ensuing equine scream of horror from the unicorn fashionista was heard in Canterlot.

“No!” Aunt Orange stood up and glared at her daughter. “No wolves! Like I said no Diamond Dogs, no griffins, no dragons, and no minotaurs as houseguests!” Babs looked surly, but then she brightened and opened her mouth so say something. Aunt Orange cut her off. “And no Changelings either!”

“You don’t let me have any guests.” Babs blew her tuft of mane out of her eyes again. “But hey, for all ya know, I could be a Changeling right now and ya would never even know until I turned back inta a bug and zapped ya. Like that Queen Chryssy-whatever did in all the movies they made about the Royal Wedding.”

“A Changeling would try harder to fit in,” Uncle Orange said dryly. He indicated her plate. “They’d probably have moved on to the tarts by now, at least.” Babs snorted but let the butler pile some onto her plate. She dug in with an enthusiasm Applejack would have respected back on the farm. Aunt and Uncle Orange just looked dismayed, but her uncle turned to her and said, “So, at the door you said you were a Countess now?” Babs raised her head from her dinner plate and stared at Applejack in shock and what seemed like renewed hostility. AJ wondered what the problem was.

“The first Apple ever raised to the Princess’s Court!” Aunt Orange said, setting one hoof to her chest. “I wonder if there will be any more?”

“That’s right, dear uncle,” AJ said. “Titular Countess of Appleloosa.” She smiled and shook her head. “Cousin Braeburn was rather surprised when he heard about it, as well as the rest of the settlers there. I had to reassure them and the buffalo that I couldn’t and wouldn’t just order them off their lands. Or that I would tax them into starvation.” She laughed.

“Why not?” AJ and her aunt and uncle all looked at Babs, who was glaring at Applejack. “Yer a noblemare now, right? Like that one unicorn from the capital that’s in the papers every few months ‘cause he did something dumb?” Babs blew the mane tuft out of her eyes again and said, “Can’t ya just throw your weight around now and do whatever ya please? And if yer the Countess of Appleloosa, then don’t that mean ya own it and everypony there?” Babs scowled and added, “Can’t ya order us around like we was nothing?”

“It, it doesn’t work like that!” Applejack said, shocked. Babs just lowered her ears and snorted at her. Okay, what the hay is going on here? Before she could say anything else her aunt was on her hooves and going around the table to stand beside Uncle Orange. Babs looked away from them.

“Babs Orangeseed! You look at me when I am speaking to you!” Babs turned and returned a look every bit as furious as the one Aunt Orange was giving her. The mare said, “Is this what you get from your blank flank and non-pony friends from the Waterfront and the West Side and whatever other rookeries you play in when you think we’re not watching? I doubt they treat their families so shabbily! And you, talking like you were from Six Points, running with the Dead Rabbits!”

Ah hope Fluttershy never hears about them last ponies, whoever they are, Applejack thought.

“I don’t run wit’ no Six Points gang,” Babs shot back. “I wish I did, though! Because then I’d have a place ta stay where they didn’t try ta make me into a little snob pony like them noblefillies at school.” She jumped up and headed for the stairs with a last parting shot in a voice filled with scorn. “Or like her either!” She whipped her short tail in the direction of Applejack.

“Babs? Babs!” Aunt Orange called after her. The sole response was the sound of hooves pounding against hardwood followed by the slam of the back door. Uncle Orange got up, ears flattening.

# # #

The pre-show reception filled the redressed Main Hall, around the now-finished runway in what would be audience seating come morning. Above the multicolored and wardrobed herd, a second herd of pegasi hovered below the banners of fashion houses hanging between the ceiling chandeliers; the three silkworm cocoons of House of Finest Silk, the half-spread folding fan of Designs by Toity, the interlaced horseshoes of Pommel – and for the first time, the lidded eyes and mane-curl of House of Rarity/Carousel Boutique.

Emotions swirled around Yellow Jacket – a heady mixture of worry, pride, and hope, as well as a sour trace of selfishness underneath it all. Ponies from the other Houses, elegantly-groomed models and frazzled Hall staff, and others, better-dressed than the staff but nowhere near the models. Some cast glances at the newcomers, radiating curiosity and wariness at the newfound competition; a few snorted at Fluttershy in sudden recognition.

Rarity stopped by the head of the runway, looking up at her banner above as Fluttershy shrank back.

“Fluttershy darling, why don’t you get a drink?” Rarity pointed at a nearby fountain, with sea ponies bearing conches pouring sparkling cider and southern wines into basins made to resemble a clam shell. “I think you could relax a bit.” Fluttershy nodded and went to the cider fountain. As she did, Rarity turned to Yellow Jacket. “And you, dear? Is everything,” she leaned in close and spoke more softly, “all right with you?”

“I don’t see any of those lanterns around, if that’s what you mean,” Yellow Jacket responded. She did look around. Somepony felt familiar in the emotional stew around her, or rather a pair of someponies. She saw them across the room, a monocle-wearing blue-maned unicorn stallion and the statuesque white-coated mare beside him. She smiled. “In fact, I see somepony I know. I think I’ll go and greet them.” She looked back at Rarity. “Oh, and with your permission, of course.” Rarity looked past her and gasped.

“Why, that’s Fancy Pants! Of course, Yellow Jacket, go and say hello! And remember to mention who you’re here with! I have to circulate myself, along with Fluttershy.” The returned pegasus looked dismayed at hearing those words. Rarity seemed oblivious. “Oh! Fluttershy, dear, there you are! Now come along, let’s meet our distinguished competition!” She turned and trotted off, head held high. Fluttershy seemed to gulp and followed her.

Poor mare, Yellow Jacket thought, not without sympathy, before she turned to head towards Fancy Pants and Fleur. Part of her wondered if she was being foolish with this. She remembered the words she’d been taught from the moment of her first meal of Royal Jelly. In Secrecy Lies Safety, warring with her other thought. I need somepony who knows this town to find my way around.

She looked back at Fluttershy, following along behind the delighted Rarity as she began talking with the ponies of the house whose banner flanked her own. Even from here she felt her dread. She wondered if she should stay behind.

No, I have a mission to do. Besides, Fluttershy is an Element Bearer who helped defeat one menace after another. Surely a fashion show can’t bother her that much!

Yellow Jacket turned away and left the two mares to their fate.

# # #

“Moooo! Audra!”

Backstage at the Hippodrome, the russet-hooded she-griffin looked up at the massive black minotaur bending down to look through her dressing-room door.

“I think ya got another Stage-Door Johnny here.” She looked past her co-star to see a well-dressed and excited unicorn stallion with goldenrod coat and cyan mane standing a couple lengths behind him. She chuckled to see the flowers he bore in his horn’s glow, a multitude of blooms of all the different colors of the rainbow. Outside she could hear the tired voices of her fellow performers, coming back from their third encore. Tonight’s performance of Rescue at Midnight Castle had been as jam-packed as every showing for the last three months.

“Oh, look,” Audra said. “He brought me a rainbow of his own. How touching.” She rose and headed for the door. Might be best not to let this one see the seven or eight exactly the same other bouquets she’d stuffed in her room.

“I was gonna tell him to take a hike,” the minotaur rumbled. He jerked a thumb at several of their supporting cast, who in this run were mostly doing Tirek’s minions – except for Won Ton, first and only Diamond Dog to take on the role of The Moochik. She looked up at the ebon-furred mountain as he said in that deep voice, “I’m taking the guys out for a celebratory pub crawl. I just heard about a new joint just a few blocks from here if you wanna come.”

Audra von Adler, the greatest griffin actress in Equestria, looked up at her co-star and shook her head with a laugh.

“Meaning, do I want to go and watch those poor fools try to match you cider for cider until they either pass out or crawl back here and spend the next morning begging to actually be turned into real dragons in the hopes it either ends their hangovers or kills them?” She shook herself, her hood ruffling up. “No thanks, Asterion. I remember the last time I went out with you. First those two Earth Pony toughs from the Lower West Side tried picking a fight with you,” she looked up, and up, and up, at him, even though he still ducked to keep his great dark horns from scraping plaster off the ceiling, “Then how it all ended with you racing two poor carriage ponies you talked into drinking with us down Bridleway at three in the morning. The police were not amused when you explained it all as ‘just a little joke’.”

“But if you don’t come along,” Asterion said in that rumbling voice of his, “Who’s gonna talk the cops out of arresting me?” He frowned and looked thoughtful. “How did you do that, anyway? I never saw pony cops go from ears-flattened mad to being willing to forget about it like I did that night.”

That’s right, Audra thought to herself, you never did and I very much doubt you ever will again. Unless I’m dumb enough to go with you again, you big lummox.

“So you want to see the stallion?”

“Sure, why not?” Audra spread her wings in a griffin’s shrug. “It’ll be one way to spend the evening. So let him in,” she thickened her accent and batted her eyes outrageously, “Let him enter the griffin’s lair.”

Asterion just snorted and cleared the door. The bouquet floated in, followed by the unicorn stallion. His horn glowed as he offered her the flowers. She wondered why they all did, given that griffins had no sense of smell.

“Miss Audra,” he said in an almost worshipful voice. The look in his azure eyes was not especially reverent as they passed along her dark-furred leonine body, along her crimson-tipped wings, and finally past the fluffed fur and feathers of her chest to her curving beak, emerald eyes, and russet hood of feathers. “I saw you out there for three nights now, and you were wonderful. I never thought I could meet, that is…”

Audra tuned him out; it was all the same words anyway. She just batted her eyes at him and all but inhaled his sudden intake of breath. She smiled.

Ah, fresh meat. A late dessert after the feast of the audience. Just like all the others…

# # #

I can do this, Fluttershy thought as she walked along behind Rarity. I can stay calm, stay with my dearest friend in all Ponyville, I can help her as a model just this one time, right out in front of everypony.

Can’t I?

“Fluttershy dear, do hurry up!” She looked up to see Rarity glancing back at her. She was headed for two earth pony mares nearby, two of the house owners to judge by their dress. One with a ewe neck and flat croup showed a gray coat and pink mane with a scissors and thread cutie mark. Her dress matched her mane, with gold and lace trim over her forebody. The second had a white mane and tail with a saffron coat the sheen of fine silk. She wore a dress in style like those of the nearby models, but a trifle more simple. She also showed a sense of grace in movement that matched anything Rarity could do. Her cutie mark was what Fluttershy expected, three silkworm cocoons matching the banner hanging above. Rarity said to her, “We are trying to make some contacts here tonight, dear!”

The two passed a trio of models, two unicorns with a pegasus overhead – from Hoity Toity’s entourage, judging from the half-spread fans embroidered on their dresses; the unicorns’ wineglasses floated before them. She wondered if they recognized her, and hoped they didn’t. As she passed heard them speaking.

“There goes Fluttershy. Remember her? Worked with Photo Finish, then left it all in mid-show? Couldn’t take the altitude, so she dropped into the dirt.”

“Wonder what she’s doing here, then? Some two-bit outfit?”

“Maybe she’ll walk out in the middle of everything this time too.” Whickering laughter followed the words. “I remember something about her hiding out some wolf in some rinky-dink little town, Trottingham or something like that…

“Yeah, a wolf disguised as a unicorn mare. Hay, I wonder if that unicorn she’s with is…”

Fluttershy hurried by, her ears burning as she trotted after Rarity. She didn’t need to hear any more; and she didn’t want Rarity to hear any of it at all. She remembered how her friend reacted in the weeks following Ardi’s impersonation as one pony after another tried to catch a look at her teeth to make sure they weren’t fangs. It didn’t end until Ardi came back to town to have Rarity make some diplomatic clothes for him and the annoyed unicorn took him all over town, telling everypony that now they could see they weren’t one and the same.

She caught up with her friend as Rarity spoke with the other two mares. “And so here I am,” she said, excitement bubbling in her voice. “Oh! Fluttershy, there you are, dear! Ah, let me make the introductions. Prim Hemline,” she bowed her head gracefully towards the gray mare in pink, “Finest Silk,” now the graceful saffron mare, “this is my chief in-house model and very dear friend, Fluttershy. Perhaps you may remember her.”

Fluttershy blushed and forced herself not to hide behind her mane as the two mares gave her a professional appraising look.

“Now, now, look up, dear,” Prim Hemline said. Fluttershy did, noticing the other mare’s parrot-mouthed overbite as she did. She rubbed one hoof against her chin. “Not bad,” she finally said. “I remember thinking she was over-rated when she was with Photo Finish. No offense, young mare, but they seemed to have your face plastered everywhere for a few weeks.”

“I remember,” Fluttershy said, a quaver in her voice. She never wanted to go through that again.

“I remember it too,” Finest Silk said, her voice smoothly cultured Manhattanite with a hint of the force Princess Luna could put into hers. She circled Fluttershy, observing her closely. Rarity watched from nearby, managing to smile and looked worried all at once. “Fine stance,” Finest Silk said, “excellent form, superb poise, and that hint of vulnerability that so many stallions seem to enjoy, that makes her feel approachable.” Fluttershy felt her ears go crimson. This made her feel like prize livestock. Finest Silk stopped before her. “I can see why Rarity chose you, and why Photo Finish,” her ears seemed to lower slightly, “tried to use you. You were lucky to get away from her. She raged for weeks to anypony who would listen, from here to Canterlot, about how you’d ruined the best business deals she’d ever seen and she could never find anypony to replace ‘her Flootershy’.” Fluttershy gulped. Finest Silk stepped back. “She’s tried very hard since then, though.”

“Speaking of models,” Rarity said, forcing an uneasy laugh, “wherever are yours, Finest Silk? I mean, I don’t see that griffin Sky Talon anywhere. She is your in-house exotic, correct?” Finest Silk gave her a very cool look. Rarity took a step back. Fluttershy began to wonder what was wrong.

“No, she isn’t, not anymore,” Finest said. She called over her shoulder. “Nyota! Come here, please.”

A zebra mare came trotting up, her stripes meshing perfectly with the rippling silken dress she wore. Her mane hung in cornrows and as she turned sideways Fluttershy caught a glimpse of her cutie mark, a Zebrican-stylized star against her flank. Finest Silk turned back to Fluttershy and Rarity alike. “This is Nyota, a rising star – heh!” The zebra lifted her head proudly as Finest added, “She’s my new in-house exotic, and a rather more loyal one.” Fluttershy and Rarity both looked at her in confusion at her last words.

“What do you mean, ‘more loyal’?” Fluttershy almost sank into the floor at the realization that she’d thought out loud. “Oh, not to say anything against your other models, I’m sure they’re all very happy to be working for you.”

“Not so you’d know with one in particular,” Finest Silk added with a snap. “Sky Talon ran out on me. I was ‘hindering her career.’ Broke contract to do it.”

“Oh dear!” Fluttershy said. Sky Talon must have been very sure of herself to do that. When word got around in the fashion community that you wouldn’t hold to your promise, written or spoken, your chances at work would dry up fast. That got you an odious reputation among the more professional models and their employers,. Which reminded Fluttershhy of what she'd done. Maybe I should have warned Rarity about that. No wait, she would already know. Wouldn’t she?

“Who hired her away?” Rarity asked, surprise filling her voice. Finest Silk opened her mouth to answer but just then a very loud voice filled Dressage Hall. Fluttershy gasped and squimpered at the sound of it.


Every head in the hall turned to see one of the most famous earth pony faces in Equestria: enormous rose-tinted glasses like Vinyl Scratch against a sky-blue coat below white bangs, white tail square-cut in the exact same style as Twilight Sparkle, wearing more clothes than any two other ponies combined, all borne on a four-stallion litter. Beside her rode a sleek she-griffin, golden hood and plumage a shade darker than her leonine coat and displaying a dress that drew a gasp of envy from Rarity –

“Greetings, my fellow, lesser stars of ze fashion scene!” The stallions knelt and let the earth pony mare trot, or rather strut down from the litter. The griffin stepped down beside her, moving with feline grace. The look she cast about Dressage Hall held a regal disdain. She ruffled her wings as she stayed one step behind and to the side of the mare, who ignored the hard looks some of the houses were sending her way as she said, “Once again, I, Photo Finish, have done the impossible and found it only routine! I have found a model and star without equal and I will make sure her image is seen everywhere!” The griffin beside her raised her head, smirking around at everypony there as Photo said, “I have finally replaced that treacherous and ungrateful –“

Don’t see me, the wretched pegasus thought, too frozen with fear to even think of looking around for something to hide behind. Please, please, don’t look this way!

And Photo’s gaze swung in the direction of Rarity and… “FLOOTERSHY?!?”

“Eeeep!” The yellow pegasus shrank back as Photo Finish and the griffin beside her stalked closer. The griffin looked aloof and dismissive, though Fluttershy caught how her finely honed foretalons and hindclaws seemed to flex and dig into the carpeted floor as though she sought to catch dinner. Her attention swung back on Photo Finish as the mare stormed up to her and said in a surprisingly calm (for her) voice, “Mein dear Flootershy, just what are you doing here? When last ve spoke, you seemed unwilling to even consider returning to ze fashion world. And yet now, here you are, vith,” she glanced aside at Finest Silk and Rarity beside her, “some lesser house that cannot even convince its own acquisitions not to stray? Such as my latest and greatest discovery, Sky Talon?” She indicated the she-griffin the way some ponies would a new carriage. Sky Talon somehow managed to raise her head even higher at the praise.

Finest Silk’s eyes blazed at those words, and one ear twitched, but she showed no other sign of noticing Photo’s words. She did glare at the griffin. Sky Talon simply ignored her to focus on Fluttershy. Flutts swallowed, but she held her ground. She heard a rustle of cloth, and then Rarity stood beside her.

“Pardon me, Miss Photo Finish,” she said with a graceful bow of her head. “But Fluttershy is here as my chief model, exclusive to the House of Rarity.” She pointed towards her own banner hanging from the ceiling. Photo and Sky Talon glanced at it and looked away, both seeming bored.

“Such a pity,” Photo said. She waved one hoof in dismissal. “I cannot say that I haff ever even heard of your House before now. But I am sure you vill not disgrace yourself any more than you already haff by using castoffs.” Her eyes were hidden behind those goggles, but Fluttershy could feel her glare. She whimpered a bit and tried to step closer to her friend as Photo added, “I, Photo Finish, can only wonder what you were able to offer my ex-model to convince her to return to a career she abandoned, along with her patron.”

“Rarity’s my friend,” Fluttershy half whispered. She gulped and said a little more strongly, wishing she did not feel like running so very much right now, “I’m doing this as a favor for her.”

“Well, then, dear,” Sky Talon said, her voice smooth and elegant as a hunting cat on the prowl, “we can only hope that you don’t flee the runway in mid-show, or make a pig of yourself on it as Miss Finish informed me you did.” She walked closer as she said it, and Fluttershy forced herself to retreat before this magnificent predator, her golden hood and plumage almost gleaming in the lights. Her scent tickled Fluttershy’s nose, fragrant perfume with a carrion undertone that screamed meat-eater, like Gilda but even worse. Rarity was forced aside as Sky Talon walked around her the same way Finest Silk had before, only for the griffin to say in a soft whisper meant for Fluttershy’s ears alone, “You had all this and you threw it away? What kind of a coward are you? No griffin would have run! And you have nerve, showing up here and expecting to get hired again just so you can be Miss Finish’s favorite all over again!”

Fluttershy remembered that now. Twilight had tried to help her get out of modeling by using magic to cause her to act horribly in one show. Rarity, not knowing what was happening, managed to save the pegasus’ modeling career by some quick thinking, much to her dismay. After she finally walked out, Photo had the pictures of her gross behavior at that show sent to the papers, claiming that “her model” obviously lacked the elegance and dignity expected of a proper lady, and she could only hope that no one else was fooled by her false modesty and took her in as poor trusting Photo Finish had.

At the time Fluttershy couldn’t have cared less, she wanted out of modeling, and soon after that Discord got loose and things got entirely too chaotic for her to care about an upset fashion photographer. But now she began to remember everything that happened, the nonstop pace and utter lack of privacy and constant need to watch every single thing she said or did around the other mares, being observed 24-7 and endless photo ops and magazine covers and everypony watching and judging her every step…

She looked around, and saw now everypony there, every single one, were all watching her like, like eagles ready to stoop on one lone rabbit.

Before she even knew what she was doing Fluttershy turned and fled, heading for the restrooms or the backstage or anywhere where she could get away from all those silent judging eyes!

Behind her, she heard Rarity gasp, a soft chuckle from Sky Talon, and from Photo Finish, a falsely innocent: “Vas it something I said?” And then, somewhat more eagerly, “Ooh, is that Fancy Pants I see? And the lovely Fleur – and just WHAT pony is zat I see mit her, the elegant golden Einhorn mit the three wasps cutie mark? Prepare yourselves, mein entourage, I, Photo Finish, am about to make yet another discovery!”

# # #

“It’s okay, aunt, uncle.” Moseley Orange stopped as Applejack got between them and the terrace door Babs had stormed out. “I’ll go and get Babs back. By myself.” She turned to leave and added, “And I’m sorry for anything I did ta make this worse.”

“No, Applejack, you didn’t do anything…”

The night air chilled AJ as she stepped outside onto the upper terrace, with a salt tang from the ocean. The sound of her aunt’s voice faded behind her as her hooves sounded on the stairs to the lower terrace. The brownstone’s back yard was long and narrow and fenced off, lined with moonlit trees and flowerbeds under a shining evening sky. Ah wonder how Flutts and Rares are doin’. Hopefully better ‘n me.

Applejack waited a moment for her eyes to adapt, tried to remember the layout of the back yard – or what passed for one here in Manehattan. If she remembered right, there should be a gazebo at the far end. Something white showed through the trees where it should be; flaring her ears, she listened for a long moment; what could be sniffles and a slight rhythmic squeak mixed with the city noises.

As quietly as she could, Applejack headed down the flagstone path separating the two lawn-bowling greens, stepping on the lawn itself to mask her hoofbeats. Her dress rustled as she moved – faint, but to her ears it may as well have been a trumpet to announce her arrival.

The sniffling got loud enough to definitely hear; the ghostly white resolved into the old gazebo, in the middle of a grove of trees. Fruit trees, apple and pear and nectarine – Aunt and Uncle Orange might put on airs like Canterlot Unicorns, but they’re still earth ponies, Apples to the core.

In the middle of the gazebo, a shadowy little pony sat in that old swing, barely moving back and forth.

“Babs?” When she got no answer, Applejack stepped closer and repeated, “Babs? Ya okay, cousin?”

“Oh, why, I am just fine, Countess Jacqueline, Yer Ladyship,” a grief and anger thickened voice answered her. “Why don’t you go back inside and let Mom and Dad tell ya what a disappointment I am ‘cause I won’t be no perfect little princess for them? And if ya happen ta see a pony I used ta know named Applejack from Ponyville, maybe you can tell her I’m sorry.”

“Okay, that’s what this-all is about?” Applejack stepped into the gazebo. She walked up to the swing and looked Babs in the face. The filly glared back at her, tears making wet streaks against her white-freckled cheeks. The same freckles as Ma an’ me an’ Big Mac, like a second Apple family cutie mark. “What, ya think Ah’m backstabbing ya because I can act and speak like this?” She slipped from her normal accent and style of speech to the one she thought of as “Orangejack” as she spoke. Babs shot her a dirty look.

“Yeah, that’s what it feels like ta me. All I ever seem ta get anymore from mom and dad is ‘now remember, dear, you’re an Orange and we’re from Manehattan, so act accordion’.” She looked unsure at the last word.

“Ah think ya meant ta say, ‘accordingly’,” Applejack said. She eased her way up onto the swing and sat beside Babs, the swing’s bench cold against her barrel. The filly scooted down away from her, but not far. “Ah can sympathize with ya. They used ta pull that on me all the time when Ah was a blank flank living here.” Babs looked at her in confusion as Applejack continued, “All this, it ain’t me. Well, not normal-like, anyways. Ah’m doing this as a favor ta a friend o’ mine, Rarity. Ya remember her? The unicorn, Sweetie Belle’s big sis?”

“The one the wolf was pretending ta be, because she just happened ta have a costume of herself laying around?” Applejack nodded yes. Babs sniffled but smiled. “No offense, cuz, but ya got some strange friends.”

“Ah know,” AJ said with a laugh. She looked out through the trees, towards the sky over where Dressage Hall should be. Babs’ gaze followed hers as Applejack said, “Like Ah said, this is a favor for Rarity an’ another friend o’ mine, Fluttershy. Me and Flutts are helping Rarity out at the Spring Fashion Show, she’s tryin’ ta get into the big time with her fancy clothes. But Flutts is so shy an’ Rarity is so high-strung that they’re gonna need the most dependable of ponies around ta be an anchor for them. Gotta keep ‘em grounded.” Applejack got up and turned to face Babs. “’Sides, Ah’m an Apple. And us Apples, and Oranges, don’t back down when a friend needs our help. Just like how Apple Bloom tells me you’ve been helping out the fillies ‘n colts that ain’t got cutie marks yet but are getting hassled about it.”

“Yeah,” Babs said. “Even some Diamond Dogs pup an’ little griffs. We’re kinda there for them.” She looked a little embarrassed as she said, “I think Mom an’ Dad ain’t too happy about the kinda language I learn from them, though. They keep tellin’ me ta act like ‘a proper Orange’. And you said they did that ta you too?” Babs blushed as Applejack nuzzled her. “Aw jeeze, ya gotta do the mushy stuff?” She frowned and added, “Hay, what’s up with that noble title anyhow, Countess?”

“Huh? Oh, that!” Applejack whickered her amusement. “It’s really nothin’. After what happened with Discord, Celestia couldn’t keep us a secret any longer, so she made us all ‘Countess Whatevers’. ‘Cept for Twilight, she’s a ‘Duchess’.” She looked back down at her cousin and saw comprehension flowering in Babs’ eyes. “It’s just so those nobles wouldn’t snub us in Canterlot. And so we can issue some emergency commands if we ever have ta, but it’d better be plenty needy for us ta be doin’ that. But no, we got no more lands than we ever did.” She hugged Babs close. “It really don’t mean nuthin’ outside o’ the Sun Palace. Rarity sure likes hers, though.”

“Oh, okay,” Babs said. “I guess it just sorta bugged me. We got some noblefillies at the school Mom and Dad are sendin’ me to, and they kinda look down their muzzles at everypony that ain’t a Thoroughbred.” She snorted. “They also ain’t too happy that our families have more bits then theirs do.” She looked at her blank flank and snorted. “No amount of bits or anything else can get me that cutie mark any faster, though.”

“Now just sit and listen, Babs,” Applejack began to tell her. She turned and set herself so that Babs didn’t see her worried parents watching her from the back of the house. She could almost feel them relaxing as she began to say, “They ever tell ya ‘bout when Ah stayed with them after my Ma and Pa died? Ah came to Manehattan ‘cause Ah couldn’t stand ta be around the ol’ farm and orchard after they was gone, and Ah figured that in Manehattan Ah could get my cutie mark and know what Ah ought ta be doin’ with ma life…”

And so under a peaceful moonlit sky, her aunt and uncle listening quietly nearby, Applejack told her cousin just how she got her cutie mark.

# # #

Rarity’s satin-shod hooves pounded floor as she galloped from the Main Hall after her friend. Part of her wondered just how badly Fluttershy had been frightened by even a brief meeting with her old patron. Only now did she remember the stories the shy pegasus told her about Photo’s endless demands and need for control, the praise interspersed with verbal cuts to keep her loyal. Why hadn’t she thought of that before?

Another part of her, the businessmare fashionista, wondered if she could still get Fluttershy to somehow still agree to model for her after this.

Just this one time?

Rarity halted in the main backstage area, what tomorrow would be the staging area for the catwalk. Nopony was visible, only waiting racks and vanity tables and the portals leading into the darkened maze of dressing rooms and workrooms. She looked around, then heard a sound – weeping or muttering or both – through the leftmost portal, barely audible over the noise of the reception.

“Photo Finish! That’s her name!

Making ponies beautiful is her number one game!”

Rarity shot through the portal into the unlit corridor beyond, lighting her horn, homing on the sound coming from the darkness. She’d recognize that squimper anywhere.

Fifteen lengths and two turns in, her horn illuminated what she was looking for. Fluttershy stood at the end of the corridor, head down and pressed into the corner like a foal being punished. Rarity winced at the comparison even as she headed down to her model, no, her friend. Even muffled by her satin foreboots, her hooves clopped over the wood floor, but Fluttershy showed no sign of noticing. Her head still hung low, a lock of her mane gotten loose from her tiara hiding her face as she whispered something fast and rhythmic.

She do what she do

To make you more than you –

Nopony’s gonna care if what we share is true…”

Rarity gulped at those words, unsettling yet familiar. She drew herself up and approached her friend.

“Fluttershy? Fluttershy, dear?” The Pegasus didn’t look at her, she just let her head continue to hang. Rarity coughed and raised her voice. “Fluttershy! Are you alright?”

Fluttershy just kept on, half singing, half mumbling.

“Lies are beautiful! Truth is not!

Come on filly! Shake that plot!

You’re what they all came to see –

A Picture Perfect Pony!”

Rarity recoiled as she recognized the words – a song that had made the rounds a year and a half ago, around the time of Fluttershy’s first modeling career. A song said to be drawn from reality, inspired by some rather public meltdowns suffered by a few of Photo’s models and the subsequent hunt she went on for their replacements. A hunt that didn’t end until she “discovered” Fluttershy, on the small stage of Carousel Boutique. Rarity stepped forward and tried to give Fluttershy an equine neck-hug, uttering assurances all the while.

“Oh, Fluttershy, darling, it, it won’t be like that this time, I swear. I’m not like Photo Finish, I’d never use you like how she did…”

Fluttershy just rambled on.

“Why you ruin everything with questions?

Shut your mouth! And don’t forget to mention

How happy you are! That they all came to see you!

Don’t you understand? Everypony wants to BE you!”


To Rarity’s relief, the pegasus finally stopped singing that song and looked at her. She looked as frightened as ever Rarity could remember, her eyes wet and the white visible all around her emerald irises, shivering like she’d taken a dip in a frozen pond. Rarity nuzzled her softly and said in her most gentle voice, “Remember when you first moved to Ponyville? And how we first met?”

“I remember,” Fluttershy whispered. “I was sitting in the back of Sugarcube Corner, as far back as I could get, struggling with my ice cream cone. It really wasn’t made for hooves…”

“No, it wasn’t,” Rarity said, smiling. Keeping her voice gentle, she added, “I used my horn’s magic to hold it, to help you.”

“It did help,” Fluttershy said, her voice stronger. She nodded, shaking a little less. “I didn’t spill it all over the floor. And you were the first pony I actually spoke to in town.” She began to calm down. Rarity nodded as she added, “You were my first real friend in Ponyville. Well, until Pinkie Pie came to town a few weeks later to become the Cakes’ apprentice and became friends with everypony.”

“I was, dear, and you were and still are one of my very best friends,” Rarity said, relaxing. “You enjoyed wearing my designs back then, and you were able to give me criticism that made them better. You also showed me just how graceful a pegasus could be; you have a natural beauty it takes me over an hour each morning to achieve.” Fluttershy blushed but didn’t lower her head as Rarity added, “We went to the Spa together when Aloe and Lotus opened it, you helped me find Opal…”

“She was such a tiny kitten. So tiny…”

“…and we did so much together even before we became Element Bearers.” Rarity sat back and sighed. “And now I’m just asking, and hoping, that you can help me here.” Fluttershy looked uneasy, so Rarity quickly added, “This once. After this, when I’ve made my reputation, I’ll have full-time in-house models to do this for me. I won’t need to prevail on you and Applejack and,” she swallowed, “Yellow Jacket to do this. But until then, please be brave?” She put a pleading tone into her voice. “For me?”

Fluttershy looked at her, and finally nodded. “O-okay, Rarity, I’ll try.” Rarity ignored the shiver that ran across her butter-yellow coat like a breeze on late summer grass as she said, “For you.”

“That’s all I ask, my dear. Now then, shall we return to the company of our competition and show them how a pair of mares from Ponyville can model?” Fluttershy smiled her agreement.

Staying close by her friend, Rarity headed back for the main reception area. Beside her Fluttershy’s silk-slippered hooves clopped across the floor, soft as a deer in Whitetail Woods. She froze as they neared the curtains dividing backstage from the main reception. Photo Finish could be heard outside, her voice in full volume as she praised somepony or other. Rarity lightly brushed against her friend’s flank in reassurance, and they went out together.

“Such dignity! Such poise! Such unmatched elegance!” Photo Finish walked all around the pony she was admiring, snapping photos from every angle. Sky Talon watched from outside the surrounding ring of fashionistas, oblivious except for the little curls of flooring by her one talon that kept flexing at the thick plush as though rending an enemy. Fancy Pants and Fleur stood nearby – Fancy with a smile tugging at his face, Fleur rolling her eyes. Photo Finish ignored them all as she ordered her entourage, “All of you! ZIS is what a true model looks like! The prize treasure of a Major House, ze pony effrypony should know!”

Rarity put a hoof to her mouth to cover her own smile as Yellow Jacket looked on at Photo Finish in a combination of utter confusion and slowly mounting annoyance.

# # #

Audra rose from where she’d been laying on the huge silk-sheeted four-poster bed in her suite atop the Royal. Without a sound she crossed the darkened bedroom and into the suite’s mirrored sitting room. The she-griffin ignored the lights; she didn’t really need them, after all. Tonight’s dinner snored on the bed behind her, whinnying like the Headless Horse. She looked back at him and smirked. When he awakened the next morning, she would thank him for a night of “wild passion” and apologize for the cuts and bruises inflicted by her talons and beak. Not that anything really happened, but that wasn’t what he would remember.

Sometimes I wonder if I ought to send a thank-you note to Merry Mare Publishers for their ‘mature’ line of saddle-rippers. Audra entered the sitting room as she thought that, the door swinging shut behind her without so much as a touch. They’ve been so very useful with getting so many of my meals over the years. At least that way I don’t have to, ugh, actually do anything with one.

She crossed to the chaise lounge and sat down upright before one of the room’s mirrors. Her reflection’s eyes glowed red. She smiled at the griff in the mirror.

“Hello, Audra, darling,” she said. She didn’t worry about waking her dinner in the next room. When she hit a pony with a sleep spell, they stayed out for hours. She cinched up her satin robe, automatically fluffing her chest plumage to where it looked about to burst out of its silken bonds as she continued, “Sex symbol to males of all species. Well, the mammals, anyway.” She stretched and yawned, beak closing with a clack.

It’s been what, over a decade now? Almost two? How long have I been a griffin? As she thought it she tilted her head back, closed her eyes and let crimson flame start at the tip of her beak and run down along her body, let it consume her griffin form. The room went from warm to cool as bare chitin replaced fur and feathers.

When she opened her eyes again, her true shape stared back from the mirror. Glowing blood-red dragon eyes first as always. Then a shadow-shape of a not-quite-pony – rust-colored carapace, long neck and zigzag horn, perforated forelimbs, insect-like wings spreading out behind her back, a moth-eaten crimson mane and tail.

A Changeling Queen in a satin robe smiled out of that mirror, lacking only the bioluminescent ‘crown’ of a true Hive Queen. Audra stood and stretched, feeling the muscles in her back working under her exoskeleton.

Ouch! Ooh, that feels good. She licked her chitinous lips and grinned, exposing her fangs. And he tasted good. Better than most of these wanna-be lovers of mine. She looked back into the mirror and sighed. Her horn glowed like fire as the comb rose from it and she began to brush out her mane, held in the grip of her magic. She made a soft chitter-sigh as she felt it tug lightly through her stringy hair. It’s been so long since Vanhoofer… Since the eruption…

Setting the comb down, she walked to the nearby ivory table topped by yet another von Herzog artifact, a fine cut-crystal decanter and two snifters that were art objects in themselves. Levitating the decanter, she poured one snifter half-full of her favorite pear cider, licking her lips with a forked Changeling tongue. No, it really couldn’t make her drunk, only a surfeit of love could do that, but it did taste wonderful. And it did provide a pleasant buzz sometimes. She grinned to remember Asterion’s amazement at her capacity that one time, rivaling his own. And the great Audra von Adler, sex symbol and bad-filly actress, has her bad reputation to think of. As she tossed it she thought back, remembering as she did every night. Back then, before I was Audra.

Hive Triscolia, in the labyrinth of lava tubes that honeycombed Mount Gymkhana outside their grazing ground of Vanhoofer. The adits, the twisting tunnels, the fungus-lit chambers crowded with Changelings, the scents and empathic feed, the Queen’s Chamber – and the Nursery chambers where Queen Triscolia had chosen her, a half-grown nymphling with a talent for stealth and infiltration, to be fed the Royal Jelly.

The mingled confusion and pride as she saw her body change from the Royal Jelly, going from a normal Changeling into the elegant, leggy form of a Queen. Well, a Princess, anyway, no crown as long as my egg-mother lived.

She stared at the bare spot atop her head behind her horn, then out the window through the sheer curtains.

And then it came.

The snifter-bowl in her grip shook as she looked out over Manehattan, seeing not the pony port city but Vanhoofer of twenty years before, pegasi and griffins taking wing as the ground itself jolted and vibrated, a great glowing plume erupting from Mount Gymkhana on the northern horizon, a roiling mushroom raining ash and pumice from a black sky.

Then the thudding, shuddering, lasting BOOM and the horrified empathic feed of her Hive. The pyroclastic flows, red-hot glowing avalanches scouring through the Hive. The lahar, a wall of boiling cement studded with entire trees and somehow-remaining rail-car sized chunks of ice from the volcano’s glaciers, hurtling right at her. Feeling her Hive die in the dual avalanche of glowing ash and boiling mud, the sensations channeling through to her from leagues away. The lahar crushing and boiling her alive, choking her lungs with superheated sludge, and in her mind all those dying screams, from Queen to hatchlings…

Audra shuddered and hurried back to the pear cider. She refilled her snifter halfway, hesitated, and then poured more in.Tonight I think I’ll drink a little extra. She looked back at the door to the bedroom and wished she dared to actually sometimes do what her alter-ego was “known” for. Maybe then she’d be able to sleep so heavily that she could set these memories aside at least for a night. She drank deeply and found herself wishing she could get a little drunk. Well, there are the audiences. And the celebrity consorts and escorts. They do very nicely sometimes.

With her Hive Queen dead, she should have grown her “crown” that day, drawn any surviving drones to her, and started rebuilding and repopulating the Hive as the new Queen Triscolia. But my crown, it never grew in; always a Princess, never a Queen. Something about not having enough Changelings around to spark its growth, I think. And without the crown, she couldn’t command her Hive; what survivors there were all scattered, leaving her alone among the ponies and griffins of Vanhoofer. Alone. No Hive-sisters, no Queen-mother, no Hive. Death or madness for a Changeling.

Another flash of crimson fire, and she was back in her Audra form. Remember what Queen-mother said, never get attached to any one identity that you can’t drop run if you need to. In Secrecy lies Safety. Half-flaring her wings, she set one talon on her hip and batter her eyes at her reflection. But I’d hate to have to stop being Audra.

Picking up a copy of the Manehattan Times, she paged to the entertainment section.

Filea von Herzog had saved her, though she’d died half a century before – a suicide by poisoned wine in her mountaintop chalet. Filea von Herzog, the legend. I followed her example onto the stage. I learned to feed on the audience, their reaction to my performance. She looked at the paper, smiling through her beak to see the reviews. They were the same praise as she’d read for years, some of them wondering how Audra, in particular, could read her equine audiences so well to know when to intensify her performance to attract their attention and cool it down to make sure her co-stars got their time in the limelight.

Heh. Easy when you’re an empath and can read their emotions like this paper. It also doesn’t hurt to put the mind-whammy on the casting directors and impresarios. Changelings can be very persuasive.

Her robe had been Filea’s, as had the decanter and snifters. And the oldest pieces of her jewelry stashed in the hotel safe, old-fashioned necklaces and gorgets and bracelets and tail-rings and mantles and even that small ornate tiara, all set with gems that flashed like emerald and crimson and white fire in the light. Some had been gifts from rich admirers who’d “discovered” she particularly liked Filea’s old belongings. The ones who got them for her she implanted memories that left them reeling afterwards.

And what she couldn’t acquire that way, she bought at auction through agents – Filea’s surviving costumes, Filea’s surviving wardrobe, even Filea’s old chalet in the mountains where she’d died, fully restored as when Filea herself owned it a hundred years gone. Not difficult, her heirs sealed it up after her death, original furnishings and all, and no other griff would touch it becauuse they feared ill-luck. Until me. Now that had put her in every newspaper in Equestria AND the Griffin Lands, tempting Filea’s fate by making it her home when she wasn’t on tour.

And now here I am, Audra von Adler, griffin celebrity and sex symbol. She even slept in this shape; no pony or griffin had ever seen her in her true form, and after Chrysalis she figured she’d die in it. No Hive, but I have a life. MY life. Audra von Adler, the Second Filea.

But always the fear, nagging at the back of her mind. The fear that one day her secret would come out and she’d have to leave everything and run. And for what? Live like a Changeling again, in dark holes and sleeping in dirty pits and skulking in the dark like, like some fairy-tale monster?

She looked around the room. Silk sheets and fine furnishings and pear cider in crystal decanters; silk robes, designer outfits, and chalet in the mountains; her name a household word, males of all species competing for her attention with an endless stream of gifts and flattery… all she’d get as a Changeling would be curses and flung rocks and in the end, a brutal death, either slow by hunger or quick by spell or plunging hooves.

I love this life. I love it a thousand times more than anything I ever had in the Hive.

And no matter what, I will not give it up. No matter what I have to do. For anything.


# # #

Several floors down and several hours later, Rarity awakened with a start from a Luna-taken nightmare where she yanked her hide off on a nail and found herself a slavering and filthy wolf beneath. Only for Fluttershy to start petting her on the head and calling her ‘Wolfity’. She moved her eyeshade back and looked around the room. Dark as it was, she could make out very little, but she definitely saw that Vespid’s bed was unused. Maybe she was out getting somepony -, er, something to eat? But what had made that noise?

She’d heard something, but what? Barely audible little squimpers from a sleeping Fluttershy in the next room, the rather louder snores of Applejack, sounds of traffic from the streets below, a faint click by the terrace doors, the hissing and gurgling of the steam radiators under the windows…

Wait, wait, a click by the terrace doors?

Even as she thought that, the doors, fourteen stories above 42nd Avenue, eased open. A breeze from outside billowed the curtains as city noises filled the room. Rarity quickly lay her head back down and watched from under slitted lids. Something slipped through the drapes.

A spy from one of the other Houses? No, worse, a burglar! In the open doorway to the terrace, Luna’s moon and city lights lit the silhouette of a winged equine form. A pegasus? Nopony I know – This is The Worst Possible Thing!

Rarity carefully moved her pillow to cover her horn, hiding the glow as she prepared a spell. She might not be Twilight, but she’d learned some basic defensive stunning spells from her.

The terrace doors closed behind the intruder, cutting off the street noise with a faint clack. Rarity tensed, ready to leap to her hooves, scream, and shoot all at once. She strained her eyes against the dim light.

Yellow magical fire flared up and filled the room. Rarity blinked against it, her eyes suddenly tearing up. Who-what-how?

The light cleared and she saw its source: Queen Vespid, standing there. She gave Rarity a cautious look before going to the small desk in the room and sitting at it. Her horn glowed as she uncapped a glowgem lamp just enough to shed a dim light on the desk. She levitated a quill, took a sheet of paper out, and bent to start writing on it.

Rarity relaxed and closed her eyes with a sigh. Oh, just the Changeling Queen… Her eyes shot wide open. Wait, the CHANGELING QUEEN?

Maybe if I’m lucky, Rarity thought as she set her eyeshade back on and shoved her head under the pillow, I’ll have that wolf dream again! Perhaps if I try counting sheep?

Vespid snorted beside the bed. Rarity whimpered and worked her way deeper under the covers.

By sunup she’d counted enough sheep to start her own ovine kingdom.

Author's Note:

One quick note, the parts of this chapter involving AJ visiting Aunt and Uncle Orange and Babs were posted previously in a slightly different form as 'Tales from Equestria: Apples and Oranges' here on FIMfiction.

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