• Published 15th Jul 2014
  • 1,545 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 Second Day: Picture Perfect Pony

The Second Day:
Picture Perfect Pony

I have something I want to share with you
And I think you are very much going to like it;
You’re going to love what you see…

“Oh, come on, girls!” Rarity didn’t so much as glance behind as she cantered down the backstage corridor behind the show guide. Held in the aura of her horn, a Rarity-load of makeup and grooming supplies whirled around her; three sets of familiar hooves pounded the boards behind her. “Move quickly, but don’t gallop! I don’t want you ruining your mane-dos! After all the time I spent getting you ready...!”

“Geeze, calm down, will ya Rarity? I mean,” Rarity shot a glare at Applejack as she switched to her “Orangejack” voice, “I mean, please don’t get so excited. You worked on these outfits,” she somehow managed to wave a forehoof along the gold and crimson ensemble she wore, set off with apple-red rubies and glittering golden jewelry at ears and throat while still hurrying after the marshmallow-white unicorn, “you set them on us, you know how good they are!”

If there’s anything you want
You know I can give it!
If there is a dream you dream
I can let you live it!

“Carousel Boutique? Over here!” The stage manager pointed to a three-length gap in the line of models and attendants.

Rarity ushered her three in-house models into the whirlwind of the lineup. Makeup artists and mane stylists hovered around the line of pony and zebra and griffin models like bees after honey. Primping and painting and combing and brushing until every single hair and thread and stitch was perfect before sending their mare through the entry curtains and before the herd of the audience.

The other assembled models showed no reaction to these almost-late arrivals beyond a few lowered ears and disgusted snorts as they shifted position to make room – which led in turn to even more primping and combing and brushing and make-up work by their attendants. Yellow Jacket ignored them; Applejack muttered some apologies; and Fluttershy cringed, looking ready to run. Rarity wondered if she ought to comfort her friend, and then just shot her a smile. Fluttershy was no coward. She’d confronted dragons, after all. How could this be a problem?

“Number 19 – Masquerade – GO!”

One of Finest Silk’s in-house models – an aquamarine pegasus in sequined green and gold – stepped between the curtains and onto the runway stage, Prim Hemline’s voice announcing her number and house, describing her dress; the line of models advanced one length, opening a gap.

“Girls, places,” Rarity and her orbiting constellation of makeup kits and mane-brushes and sewing kits skidded to a halt. A strand of her mane hung out of place before her eyes. With a snort she shook her head, flipping it back as she floated up the show’s program, holding everything in her shimmering magic. “Now get in position – Yellow Jacket, you’re first. Here!”

The tall gold-and-ebon unicorn took her place on the chalk-marked floor, her gold-trimmed ebony dress glittering under the overhead lights. She gave a faint snort and flicked her tail, bouncing the train of her dress out-of-place.

NO! Rarity rushed over to reposition the train, kits and program orbiting her like books in a Twilight Sparkle studying binge. “Applejack here! Now you, Fluttershy! Oh, dear, what’s wrong now?”

The shy pegasus stood on her chalk mark, a yellow-coated, pink-maned statue in an evening saddle-dress, frozen with her neck craned to look behind her. Her eyes showed white all around and she was trembling.

From the line behind her came a heavily-accented voice.

“Ach, Flootershy, so unprofessional you have become! Now, with Sky Talon, more eyeshadow! No, too much! She is a star, you dumb-head, a supermodel, not a circus clown!”

Take a chance and let me do
What I do the best!
We can take you, clean you up,
And make you shine above the rest!

Sky Talon stood on the chalk-mark behind her, a golden griffin in sparkling gold and Rarity-mane purple, aloof and alone, majestic and flawless. Photo Finish’s entire earth-pony entourage whirled around her – Vidalia touching up her golden fur with a mouth-brush, Roxie making final arrangements to her gown, Powder Rouge with her Neighponese eyes touching up the griffin’s amethyst eyeshadow – same color as Gilda’s – Pretty Vision preening her feathered hood and outstretched wings. All in silence; the gossip rags claimed Photo Finish demanded mutes for her entourage so nopony could talk back to her. Fluttershy knew they could speak, but were forbidden to in Photo’s presence. A year and a half ago, it had been her at the center of that whirlwind…

The yellow pegasus stood frozen watching the sight, her eyes darting between the griffin’s beak and talons. She eeped as Sky Talon returned her gaze and flexed a talon against the floor.

“Fluttershy!”

Rarity’s voice broke the spell; Fluttershy’s head whipped away from the griffin to the white unicorn working on Applejack.

“Number 20 – Heart Throb – GO!”

An earth pony whose coat, mane, and formal were all various shades of pink and red stepped between the curtains onto the runway, to Prim Hemline’s announcements and flashing cameras. The assembly line of models advanced another length, Rarity stepping back as Fluttershy replaced Applejack before her.

The white unicorn went to work on the yellow pegasus, arranging the coiffed pink mane and the saddle-dress she wore, a melody of soft greens set with emeralds and golden topaz, setting her plumed formal hat just so. Then the brushes floated up, touching up the yellow cheeks with just the right amount of blush. Too much… Not enough… Too much… Not enough…

“Oh, um, Rarity, I know you’re probably the expert here, since I’m just the model and not the designer…” She winced as Rarity scowled at her.

It doesn’t really matter
What they thought of you before
By the time that I am done
No pony will ignore

“Fluttershy, dear, this is not a good time… Ah! Is that a loose stitch? Now hold still!” Fluttershy froze as Rarity withdrew a needle and thread from her kit and hurriedly fixed it. As she did she said, “Now, what was wrong again?”

“Oh, n-nothing really,” Fluttershy said, looking away from the curtains before her. “It’s just that, well, I think I’d feel – safer, if I could go out between Yellow Jacket and Applejack. Or if you could stand back here by the curtain and hold it so I can see you. Just so there’s somepony I know out there with me…”

“Can’t deviate from the published program. You’ve been down the runway; you know how these shows are.” Both of us do.

The marshmallow unicorn stepped back, smiled at Fluttershy.

“Fluttershy, dear, you’ll be fine! You’ll all be out there at once, they’re sending the models out by House this time around.” Fluttershy looked slightly mollified at that. Rarity leaned close and said, “Please. Be brave, for me?” Joking she added, “You’re a big mare, after all!”

“Number 22, Nyota – GO!”

The zebra in silver and black strutted between the curtains, head held high, her mane and coat and tail primped and preened to within an inch of its life.

Yellow Jacket stepped up to the gatekeeper; his forehoof rose before her, blocking her way like a turnpike gate. Her nostrils flared in a deep whiff and her eyes shot wide.

Behind her, Applejack just looked determined, with only the slightest nervous tail lash under the train of her dress. Behind her, Fluttershy scraped the floor with one forehoof.

“Rarity, I – I just want you to know, I’d never do this for anypony else…”

As she spoke, Finest Silk’s herd of models came through the curtains on the other side. Half of them looked like they wanted to drop, snorting in exhaustion. Nyota came through last, shaking her head and tossing her cornrowed mane. Fluttershy’s eyes followed the zebra; her hoof rubbed back-and-forth against the floor.

“But I’m still kind of nervous. I almost wish I wasn’t here.”

“WHA-HA-HAAT?” Fluttershy winced as Rarity’s voice rose in a near shriek. “Fluttershy, darling, don’t be! You’re my closest friend, I’d never hurt you. Now you understand that, don’t you? Of course you do!” Rarity turned away, telling herself that she didn’t hear anything like a whimper from Fluttershy. Everything has to go perfectly! We’ll all be working hard this weekend!

She looked at the yellow pegasus, who shivered slightly as she eyed the two in line before her. Even you, Fluttershy.

“Crazy out there,” Nyota said as one of Finest Silk’s backstage assistants escorted her back to the dressing rooms in the labyrinth, patting sweat from her face and flanks. As she passed the waiting line of other models, she neighed to them in a Manehattan accent.

“We’re earning our bits tonight, mares. That crowd’s worse than hungry parasprites.”

I hope so, Rarity thought. Let them see what I can do!

Beside her Fluttershy whimpered. Rarity gave her a quick smile as she wondered just how fascinated everypony would be to see just who she had among her models.

Now let me clear up any doubts
You think you may possess –
Everypony will adore you
When they see you in The Dress!

“Numbers 23 to 25 on your programs,” Prim Hemline’s voice came through the entryway curtains. “From our newest House in the Show, ‘Small Town Chic’ from House of Rarity, Carousel Boutique, Ponyville; Designer and Proprietor Rarity Belle of Ponyville.”
The attendant looked back at the three models and one white unicorn, holding a foreleg before Yellow Jacket like a turnpike gate.

“House of Rarity, Stand by!”

Rarity nodded at her, her mane spilling in a purple mess. The attendant nodded back, then dropped her foreleg calling, “Number 23, Yellow Jacket – GO!”

The golden unicorn in jet and gold swaggered out, smiling in utter bliss as she did so.

“Number 23, Yellow Jacket – GO!”

At last!

Yellow Jacket, Queen Vespid, took a breath and strode between the curtains onto the runway. Two glowgem spotlights picked her up as she cleared the curtain, cameras flashed on all sides; she forced herself to not blink against the avalanche of light. Voices nickered and whickered around her in a whispered mass. She felt the body heat of row after row of ponies along with their collective emotions: sour envy, sharp astonishment, but most of all desire leaving that spicy aftertaste in her mouth. She almost staggered under the collective force of it all. She wondered later how she remembered to sashay down the runway, let along maintain the head-held-high posture Rarity insisted on.

A voice spoke out as she walked down, the spotlights following her. She recognized it as that Prim Hemline mare, the one from the reception with the ewe neck and overbite.

“Number 23 – Yellow Jacket of Canterlot, modelling a basic black evening number, heavily accented with gold in…”

Yellow Jacket thought she somehow felt a slightly more intense spark of interest from a spot in the crowd at those words. She latched on to it in her mind as she reached the turntable at the end, and struck the pose, lifting one foreleg high in a frozen walking-pony gait.

Let’s see how they like that!

Gasps came from the crowd. She feasted as she hadn’t in years as the desire and excitement washed over her.

The song pounded in her ears, so different from the usual stately and elegant waltzes favored in Canterlot:

Fans screaming everyday
To get a piece of you!
Lights, cameras, all the time,
Watching what you do!

They certainly do at that, Yellow Jacket thought, a smug smile stretching her lips as she feasted on the sudden rush of desire as she posed. Her horn glowed gold as she plucked the barrettes out of her mane, tossing it back with a shake of her head as the turntable slowly rotated. Maybe next time I can convince Rarity to allow me to bring some of my Hive along for this feast?

But from that one mind she’d singled out that displayed such a spark of interest, now mixing in with the admiration, a sudden small bit of nasty-tasting dismay?

A frown flashed over her face, and she felt it increase. She felt more dismay too, from other ponies, and quickly reverted to a coolly pleased smile. It faded, but not from that one. As she traversed, Vespid looked over the crowd of brilliantly-colored, magnificently dressed ponies as she zeroed in. Not that it was easy in this herd.

Then she saw the source, passing across her front from the left. Fancy Pants stood in the audience stalls, closer than most but not as close as the photographers from Clothes Horse. Beside him was that wife of his, Fleur. He seemed simply impressed.

She was the source of the dismay.

Okay, and what is this pony’s problem? As Vespid tried to track her with her head, Fleur gave a slight shake no of her head at her. Vespid sniffed – she thought she was doing quite well for a first time! As Fancy and Fleur passed to her right, Applejack came into view on her left, coming down the runway drawing her own share of flashing cameras and sudden attention. Vespid snatched after it and delighted in the taste. But now it felt cooler, tinged more with slight disappointment, or was that her?

Applejack reached the end of the runway, paused with a toss of her flanks and a duck-faced pout. Cameras flashed as she held her pose for a moment. Then the palomino made a slow promenade around the turntable, staying on Vespid’s right, stopping again at the other side of the runway with another toss-and-pout.

She turned her head and shot Vespid a quick smile meant to reassure. Not that Vespid needed it, but she winked back. More cameras flashed, as though they sought to catch every single expression she ever could or would show; hooves stamped against the floor in applause, some pegasi in the back took wing for a better look. Applejack unfroze; a nervous smile on her face as she started back up the runway. As she passed before Vespid, she whispered a question:

“How’re ya doing?”

“Just great,” Vespid said, keeping her head high as she felt stronger than in months. “Nice and full.” Applejack gave her a confused look and continued back to the exit curtain, flanks swiveling. Vespid just smiled.

I’m doing great, she thought as she licked her lips, feeling very sated as a demure Fluttershy came through the entry curtain and started towards her, radiating fear. Vespid tracked the yellow pegasus as she approached, felt her fear grow as Applejack’s mingled worry and annoyance faded.

And that sense of dismay from Fleur increased. Vespid frowned.

Aren’t I?

“Number 24, Applejack – GO!”

Okay. Here goes nothin’, Ah guess. She lightly flipped her tail up and gently brushed Fluttershy across the nose with its tip. We’re here for yah, Flutts. Poor mare’s more nervous than a pony in a griffin restaurant!

Then she was past the entrance curtain and on the runway, spotlights spiking her before hundreds of watching ponies. She heard their whispers, some of them commenting on her physique.

She wrinkled her nose up at her collective smell of their cologne and perfume. Ugh, I remember why Ah hate that stuff. Ponies ought ta smell like ponies, not a flower garden! This didn’t feel very different from the way most rodeos had their performers show themselves before the crowd before they started in on whatever stunts they were there to do. It also vaguely reminded her of what she’d once seen in Manehattan as a filly, of a long line of non-sentient cattle being shipped overseas to the griffin aeries there. ‘Course, the cattle didn’t wear no fancy-schmancy dress like this. She took a deep breath. Now remember, yah can do this.

That thought in her mind, Applejack started down the runway at a walk, head held high in a haughty pose like a Canterlot snob. She’d been watching how the other mares did it and remembered what Rarity told her. ‘Don’t gallop, it’s not a race, but don’t amble along either, you’re not some idle stroller…’ Gah! Like Ah need ta be told how ta walk proper! Above the noise of the crowd she heard that announcer – Hemline? – speaking.

“Number 24 – Abigail Jacqueline of Ponyville, in a stunning ensemble with a wild Appleoosan theme…”

Wait, WHAT? AJ aimed a glare at the announcer, who ignored it. ‘Jacqueline’? Ah TOLD Rarity ta use mah real name, Ah TOLD her! She looked back over her shoulder at the curtains.

Ah’m gonna have me some words with that mare!

You know it’s what you want,
I mean, how could you say no?
There’s never been a pony here
With the guts to go

AJ kept herself enough under control that she was able to get down the runway to the turntable where Yellow Jacket slowly rotated, moving her flanks to rustle the dress like Rarity had showed her in their rehearsals. Reaching the end where the runway curved around the rotating golden unicorn, she did what the other models did, stopping and tossing her mane with a duck-faced pout.

Dumb pose… Ah feel like a rodeo clown…

She could feel the crowd’s attention on her as she scanned the faces with half-closed eyes. To her annoyance several of them shook their heads. Yeesh, what’m Ah doin’ wrong now?

After a few seconds pause, she sashayed across the runway before the turntable, stopping and posing again on the other side. Amid and behind the camera flashes, a blue-maned unicorn stallion beside a mare with a near-princess build looked back at him. AJ noticed the mare wincing slightly and snorted.

Like that skin-and-bone mare is one ta talk! Huh, Ah wonder, ain’t they those two Canterlot unicorns from that shindig last year? When Rares kept slipping in ‘n’ out on Twi’s birthday party?

Then she was going past the turntable where Yellow Jacket stood in her spotlights, looking utterly pleased. Downright sated, like she’d just eaten a whole bushel of Sweet Apple Acres’ best. She whispered a concerned question sidelong and at the pleased response, continued back up the runway.

At the other end, another spotlit circle flashed on the curtains and Fluttershy emerged, looking almost paralyzed. AJ gave her a quick reassuring smile down the length of the runway, wishing she could do more. Fluttershy caught it, returned a nervous smile of her own, and with what looked like an aloof lack of concern trotted out onto the runway, pink mane spilling from under her plumed headdress down one side of her face. Applejack watched her pass by in her circle of light, almost wishing and not for the first time that she possessed even a fraction of Fluttershy’s easy grace and beauty.

Ah guess she’s doin’ alright after all. Applejack thought, maybe Ah was worried about nothin’ after all!

And why would you run away?
It’s everypony’s dream
To be a star in outer space
Where no pony hears you scream…

“Flootershy! My Flootershy! Just another three hours before the crowd, you can do that for Photo, ja?”

Oh dear oh dear oh dear… Fluttershy brought her rapid breathing under control, glanced sidelong at Rarity. She’s my friend, she won’t treat me like Photo Finish did.

Rarity noticed her attention, smiled, and stuck a few more peacock plumes in her headdress.

She won’t, will she?

Then the attendant’s voice in her ear, like one of the Judges of Tartarus old pegasus legends spoke about.

“Number 25, Fluttershy – GO!”

Fluttershy trotted out into the spotlights, half-hiding behind her long mane at the sight of all those ponies and all those flashing cameras. The sound of the crowd, which had subsided ever so slightly during both Yellow Jacket and Applejack – “Jacqueline’s” – walks, redoubled. Fluttershy flushed to hear her name whisper through the crowd like a wind through tall grass. She suddenly realized why Rarity wanted her to go last. She was the sole professional model with House of Rarity; more, she had name recognition here. Rarity expected her to make up for whatever AJ and Yellow Jacket’s inexperience cost her in the initial presentation.

Fluttershy moved down the runway, remembering everything she’d learned from Photo and what she’d talked over with Rarity before. It helped her to ignore the fact that she was out before what looked to be more ponies than lived in Ponyville. Move slowly but not too slowly, just slight emphasis on the hips to put a sway into your tail, keep wings slightly spread but not at full extension, don’t emphasize yourself too much because your outfit is what they’re supposed to be looking at…

Judging by the sounds of the crowd, she remembered more than she would have guessed. She heard Prim Hemline calling out, “And the last from House of Rarity, Number 25 – returning to the runway after two years absence…”

Fluttershy shrank down the runway instead of strutting like the other models; halfway to the turntable and Yellow Jacket, she spread her wings wider and showed off her long magnificent tail. Her ears twitched as she heard a few whistles amid the popping of camera flashes. Well, her wings and mane and tail were always her most striking features.

But did the crowd have to sound so hungry? Like a pack of timber wolves? She gulped at the thought as Prim Hemline called her name.

“FLUTTERSHY!”

Cheers went through the crowd along with enough camera flashes to blind a hydra. It had been like this with Photo Finish too. Don’t eat so much, you’ll get a fat flank! No time for chat with fans, little fillies or not! Just go, go, go!

Fluttershy forced her rapid breathing back under control. This was different, Rarity was her friend, she wouldn’t use her. Fluttershy remembered how to watch the crowd without making it obvious. Her heart sank within her. All around her, the eyes; hundreds of ponies staring – not seeing her, only the supermodel image that Rarity wanted her to present. Amid all the eyes burning into her, two pairs were different – Fancy Pants and Fleur De Lis. Admiration shone in their eyes, especially Fleur’s, but more than that, worry and concern as well.

As she approached the turntable Applejack rounded it and started back towards her. As they passed the palomino bent her head by the pegasus’s and hissed under her breath, “Ya okay, sugarcube?”

“I’m okay,” Fluttershy said back, keeping it quick. “But, umm, could you try not to be so obvious when you talk to me out here? It affects the performance …” By then she'd passed Applejack and was headed for the end.

She reached the end and stood on the other side of Yellow Jacket. Despite herself she almost winced at the smug and superior and oddly sated look on Yellow Jacket’s face. She wished she dared tell her to affect an air of calm indifference as models were expected to. Once more Photo Finish’s angry voice rang in her memory, saying Do not look so unhappy Or happy either! Or sad, or lonely, or anything else! Models do not feel¸ they make everypony else feel what they want them to feel!

She forced the memories back down and posed briefly alongside the golden unicorn. She glided around the turntable, making sure to go slowly enough for everypony to get a look at her outfit. Judging by the sounds of admiration from the crowd it was working.

She just hoped she looked calmer than she felt.

Okay, just a few paces more, Fluttershy looked at the curtains leading into the back. From the corner of her eye she could just make out Yellow Jacket following her to the back. Just a little further, and I can relax for an hour or so before going back out.

“Number 26, Sky Talon – GO!”

Oh, no, no! The other Houses are supposed to wait for the one being presented to return before they send anypony out!

Fluttershy fought to keep her reaction off of her face as the elegant she-griffin strode out in her own circle of spotlights, beaked head held high and plumage shining against the dark velvet she wore. Fluttershy moved to the side, as far as she could, to give her the room to pass.

As she did Sky Talon seemingly innocently flared her wings out. Fluttershy took one more step to the side, just to be polite and give her room, plenty of room…

And eeped as she realized she’d just stepped over the edge of the runway.

Her wings flared open, lifting her before she could fall; she winced as she heard cloth rip. A sound of disappointment went through the crowd. She touched down, looked back along herself, saw what she feared. Her pumping wings had torn the fine stitching along the back. She looked back at Sky Talon and somehow the she-griffin smirked at her.

Wings folded and cheeks aflame, Fluttershy hurried back through the curtains, spotlights cutting off as she vanished backstage.

Two steps backstage, she stopped and looked back through the gap in the curtains. Yellow Jacket was still out there with Sky Talon, the golden griffin making a show of flexing her talons as she stepped by the golden unicorn. To Fluttershy’s surprise, Yellow Jacket just rolled her eyes in boredom as she strode right by the griffin without slowing down. Sky Talon ruffled her feathers up and headed down the runway, looking quite huffy.

Only then did Fluttershy turn to dash for the dressing room, only to stop when Rarity stood before her and refused to move.

“Fluttershy? Applejack, Yellow Jacket, you all did, well,” Rarity smiled nervously at them, sighed in exasperation. “Well, it could have been worse. But now back to the dressing room!” She got behind Fluttershy and started shoving her horn against the pegasus’s flank. She eeped at the hard poke and hurried along, Rarity saying behind her, “Next is some casual wear, and I have SUCH ideas! But we have to hurry!”

“Rarity! Wait! I thought we had an hour between displays – eep!” Fluttershy looked at her friends for support. Applejack aimed a hard look in Rarity’s direction, and Yellow Jacket looked somewhere between insulted and deeply pleased. She licked her lips so longingly Fluttershy looked away, her cheeks turning crimson.

“Such a meal out there…” she almost purred as they reached their rather small dressing room. “Rarity, little dressmaker, rest assured, I have no problem with how this is all going.”

“Well, Ah do!” Applejack snorted at rarity as she ushered them inside, closed and locked the door behind them. “What’s this ‘Jacqueline’ stuff? Before the show, Ah said…”

“Applejack! Manehattan accent! Now!” Rarity snapped at her, her horn glowing as Fluttershy felt the warm and familiar glow of Rarity’s magic tug at her dress, removing it and setting it aside with the others. “Remember what you promised! When in public…” Even as she said it the dress slipped away from Fluttershy like she’d been stripped by an impatient ghost, floating onto an empty rack. “Oh, and dear, they moved up the schedule; I’m afraid it’s less than an hour until our next walk. So very sorry, forgot to mention it!” Two more dresses were pulled from model to rack, more roughly than usual for Rarity. A moment after that, a makeup kit floated up before Fluttershy; a damp towel rubbed her cheeks as Rarity began changing her makeup.

“Next look is casual, so no need to look like you’re all going stallion-hunting…” Sapphire magic arcing along her horn, the marshmallow unicorn backed to a corner of the dressing room, facing all three of her models. Similar kits floated up before Applejack and Yellow Jacket. AJ snorted and coughed as Rarity began cleaning and re-doing her face. The golden unicorn just whickered amusement.

“Oh, no need for that.” She vanished in a burst of golden fire and reappeared, her mane restyled and fully made up, ready for the next trip. Changeling. Fluttershy fought down a shudder. Applejack didn’t even bother. Yellow Jacket noticed and said, “I bet you two wish you could do it that easily.” She jerked her head back as Rarity shoved her muzzle before hers.

“Yes, I do, but now get into your new dress!” Rarity’s horn glowed and she all but threw an outfit at Yellow Jacket. The “unicorn” sniffed and flattened her ears in annoyance Rarity just have remembered who she spoke to, as she added, “I mean, if you please would.” The Changeling Queen rolled her eyes and began slipping into the dress. A moment later she stopped and frowned at it. Rarity stopped in the middle of fixing Fluttershy’s mane, arranging Applejack’s blouse, getting out her sewing kit all at once to give her a glare.

“Now what is wrong?”

“This dress doesn’t fit me very well,” Yellow Jacket said with a snort. She flashed golden fire, tried again. “No, still no good.” Flame rose around her again as Rarity hissed a warning.

“Be careful! What if somepony sees you?”

As if summoned by those words, a knock came at the door, followed by an unfamiliar to Fluttershy voice: “Hello, Rarity? This is Fleur De Lis. I saw what happened, and we need to talk. Now.”

# # #

“Who-wait-wha-ha-haat?” Rarity looked around the room, her eyes wide with shock. If she sees Yellow Jacket! “Ah, can you come back later, Lady Fleur? I, ah, I’m afraid we’re rather in the middle of a problem right now…”

“I know,” that cultured voice spoke again from just outside the door. An unfamiliar pinkish-white glow of magic surrounded the door latch. “That’s why we have to talk. Before anything else goes wrong.”

Rarity looked at Yellow Jacket, wondering if she could actually feel her heart rising in her throat. Fluttershy and Applejack recovered from their own dismay enough to aim looks that mingled worry and horror at Yellow Jacket, who was still enveloped in the golden fire of her shapeshifting. Before any of them could say anything it faded and she appeared again as a normal unicorn mare.

The pinkish glow around the latch brightened. “Miss Rarity! I must speak with you immediately about your models!”

“Coming!” Rarity managed to say as she hurried to the door, brushing by Applejack as she did.

“Does she know?” Applejack whispered to her. “About, ya know?” She pointed to the Changeling Queen.

“Impossible,” Yellow Jacket scoffed. “I fooled her and that husband of hers on the train on the way here.” Rarity felt her heart sink as she frowned and said less certainly, “I’m reasonably sure that I did.”

“Rarity, is something wrong in there?” The door began rattling in its frame now.

“Oh, n-nothing!” Rarity half choked out. Wishing that the room didn’t now have a distinct smell of nervous pony sweat, she looked around for help. A medium-sized bottle of strong smelling perfume sat nearby. Inspiration struck. Rarity opened the door. As she did shepicked up the sprayer and began dousing Applejack with it. Ignoring her sudden splutters, Rarity smiled at the statuesque unicorn and said, “Poor Applejack here was so nervous out there, she’s sweated up a storm, and I wanted to be sure you didn’t have to smell the, ah, the results!”

“I’ve smelled sweat before,” Yellow Jacket’s recolored twin said as she walked in on pedicured hooves. “Even my own, and it didn’t hurt me.” She sniffed as she walked into the room, going to its center. “But you might be using a tad much there. Nopony expects a flower garden in the dressing rooms after a walk on the runway, but if they can smell it in the audience, then it might affect how they view your work.” She stopped at the center of the room and turned to look at Rarity, casting her eyes over the nervously grinning Fluttershy and the wary Yellow Jacket. “And your work is why I’m here, Miss Rarity. Just what was going on out there?”

“Errr…” Rarity felt all at sea. What was Fleur getting at? “I, ah, I thought I was putting my models,” she indicated her two friends and Yellow jacket with an elegant hoof wave, “on the runway at the Manehattan Spring Fashion Show?” She grinned nervously. Fleur walked towards her. Rarity fought to keep the grin on her face.

“That’s right,” Fleur said. “You are.”

“Then what is the problem?”

“You’re not listening,” Fleur shook her head, tossing her mane. “You are, and you alone. I came back here wondering just how small a crew you had for the Boutique, and this is all I see?” She looked around the room, waving one forehoof to take it all in. “Three models, and the house head doing everything? No makeup mares, no mane and tail stylists, no personal attendant to aid in the sewing and running messages? Just where is everypony?”

“They’re all here,” Applejack said. Rarity heard the confusion in her voice, a confusion she felt, as her friend said, “We-all are all she’s got, an’ Rarity’s doing everythin’ else. Why, that a problem?”

Rarity saw Fleur’s eyes go wide as Applejack spoke. She used her horn to bring a small glass of water and sipped at it, wishing it was some of her tea from back home in Ponyville. No, wishing it was some of that apple brandy from last Hearths’ Warming as Fleur spoke.

“What? You mean to say, you’re doing everything?” Rarity gave Fleur a tired nod as she spoke. The mare’s eyes went even wider at Rarity’s response. “Rarity, even the smallest houses have at least one mare to take care of all those jobs I listed, and usually two or three! The big ones, like Hoity Toity or Photo Finish, have a full crew for each mare! Ask your friend Fluttershy, she should know.” Fluttershy flinched back as Fleur spoke, trying to avoid catching Rarity’s eye.

“I, um, well,” she began, her voice even softer than usual, “I tried to tell you that before, Rarity, but you were so sure you could handle everything. And I didn’t want to try and suggest that you were incapable. If I’d known it would have caused all this trouble…” She broke off, rubbing forehoof on floor, hiding her expression behind her mane. Rarity knew that look. Fluttershy felt extremely embarrassed right now. Rarity went to her, craning her neck for an equine hug.

“Oh Fluttershy, dear!” Fluttershy turned away from the neck-hug, her cheeks and the thin skin of her ears turning crimson as Rarity added, “Oh, please, dear! It’s alright, it, well, it could be better, but we didn’t do too badly.” Fluttershy lightly knocked at the floor with one forehoof. Rarity quickly said, “Now, now, dear, I’m not angry, none of that was your fault…”

“No, that’s right,” Fleur said. She sounded very determined as she stepped forward, saying, “None of that was her fault.”

“Errm, yes, well,” Rarity began, taking a small plush tomato she used to keep her pins handy when sewing and holding it with her magic as she floated three more dresses from the wardrobe racks. “Lady Fleur De Lis, I would love to speak to you and Fancy Pants after the show about how this could have been better handled, but...” She stopped as the other unicorn’s horn glowed and the needles slipped from Rarity’s grip.

“Not ‘after the show’, Rarity,” Fleur looked the other unicorn in the eyes and then around at the rest of them as she spoke. “Right now. About everything I saw going wrong out there.”

“Now see here!” Rarity snorted, stepped in front of her friends to confront Fleur. “I grant you that Yellow Jacket may have looked like she was eating a sundae rather than being a clothes horse, and Applejack may have swaggered like she was at one of her rough and tumble rodeos…”

“Ya sure ya don’t mean ta say ‘Jacqueline’ there, Rares?” Applejack asked, a note of menace in her voice.

Rarity blushed but went on.

“Dearest Applejack, that is part of your name and it just sounds rather more sophisticated,” Rarity began, but stopped at a snort from the palomino. “But I should have asked first, and I am sorry.” She turned back to Fleur. “And please, Fleur, you can’t blame Fluttershy for what happened at the end! That was a,” she carefully chose her words, “a mistake on Sky Talon’s part.”

She stopped at Fleur’s head shake.

“That was no mistake,” she said, “and I’m not talking solely about mistakes made by your models. I also meant the mistakes you’re making out there and back here. Rarity, you need more ponies to help with all of this! You should have hired some ponies to help with the prep work, both before and during the show! There are temp agencies for that.”

“And they charge a fortune,” Rarity responded, feeling a bit nettled now. “Not all of us have the wealth a noblestallion husband can supply. I only have my Boutique, and it’s a one-pony operation. Well, save for help provided by Fluttershy when I need it.” The yellow Pegasus looked up at the mention of her name and glanced right back down. “Oh, and Miss Yellow Jacket can provide, ah, some special help with her own magic.” Rarity’s horn began to glow, brighter this time, and she yanked her needles away from Fleur. Remembering her manners, she said, “I thank you for your advice, Lady Fleur De Lis, but I have to get back to working on my models now.”

Yellow Jacket snorted agreement. Rarity looked over at her and caught the meaningful look she sent her way. Get her out of here, so I can shapeshift into the new form for that dress. To her annoyance Fleur didn’t leave. Instead she stepped in front of her.

“Rarity, you seem to misunderstand. I’m not here to criticize or point out your failings in planning. I’m here to offer some help.”

“What!” Rarity stared at her, her needles slipping from her telekinetic grasp. Fleur caught them and brought them back up, along with a comb and brush from Rarity’s kit. Wondering if she’d heard right, Rarity began to say, “I, Lady Fleur, my thanks but I’m not sure if I can accept…”

Hooves clopped over the floor outside, along with a new knock at the door.

“Carousel Boutique, thirty minute warning!”

“In a few minutes!” Rarity said before she turned back to Fleur. The look the other mare gave her was calm, which for some reason annoyed her all the more. Who was this mare to suggest that she didn’t know how to handle a show like this? “Lady Fleur, I am grateful, but I think I can handle this! I handled fashion shows before this all on my own back in Ponyville!”

“I know,” Fleur said dryly. “I heard all about it from Hoity Toity. Especially about the first show.” Now it was Rarity’s turn to blush. Applejack and Fluttershy at least had the decency to look mildly embarrassed. Fleur went on with, “If bits are such a concern, why not ask some of your friends, the other Element Bearers, to help you?”

“Oh, er,” Rarity thought fast. “Twilight’s in Stalliongrad, by request of Princess Celestia – something to do with That Wolf, I mean Ambassador Ardi, and figuring out the borders between pack lands and the borders of the Crystal Empire. Rainbow Dash went with her. And Pinkie Pie?” Rarity shuddered and saw the two other Elements do the same. Yellow Jacket looked as confused as Fleur. “I trusted her to help once with some making some clothes.” Rarity took the tea cup in her magic and drained it off. “Never again. Her ideas of, ah, interesting clothes and mine don’t really mesh.” She shivered once more as she saw the results in her mind’s eye. Royal purple mixed with hot pink and lemon yellow trim? And gem-studded clown shoes? “More balloons! Oh no, that's too many balloons. More candy! Oh, less candy. Oh wait, I know. Streamers!” I would rather Discord got loose again.

“I see.” Fleur took the comb and brush in her aura and turned to Fluttershy. The shy pegasus stepped back before Fleur brought them both up and with an expert grip began running them through her mane and coat, swiftly bringing them to a healthy gloss. Fluttershy relaxed, a smile tugging at her lips, as Fleur said, “Then I offer you my services for the duration of the Manehattan Spring Fashion Show, based on my experience as a model. I’ll help with the grooming, the makeup, and running messages if needed.” She looked at Rarity to say, amusement in her voice, “However, if you ever try to send me to get tea, I’ll tell you to get it yourself.”

Rarity wondered when her head would stop spinning. ‘Miss, I mean, Lady Fleur, I, I just can’t accept, I have nothing to pay you with.”

“As you said, I have a wealthy noblestallion husband,” Fleur responded as she turned back to Fluttershy. Taking the makeup kit, she began to expertly see to blush and eye shadow, using it very lightly to bring out the pegasus’s features. At the same time she continued working the brush through her coat, moving with the speed and ease of long experience. Rarity noticed that her skill with her horn’s basic magic rivaled Rarity’s own as Fleur said, “I think I can work gratis for one weekend, especially to help out a newcomer that shows all the promise you do.” She added in an amused tone, “And after this show, you’ll probably need somepony to help you establish yourself in Canterlot’s business and fashion circles. And that somepony will make considerable wealth from their association with you and vice-versa.” She turned away from Fluttershy, who looked not just better but even a little relaxed as well, and towards Yellow Jacket. She raised the brush. Yellow Jacket stepped back with a snort.

“Sorry, but I prefer to let Miss Rarity handle that, thank you.” Before Fleur could do anything, she stepped over to Rarity, almost pushing her into the corner of the dressing room where they had a door to its tiny bathroom. “Besides, I think Applejack needs the help more than I do.”

Applejack snorted at her words even as Fleur moved to her side with unhurried grace.

“Hay now, just what is that supposed ta mean?” She lashed her tail angrily and raised one hind leg as though ready to give somepony a hard kick. Fleur got Applejack to look at her and started working on her. Rarity said nothing, she just gave AJ a pleading look, the equal of Apple Bloom’s or Sweetie Belle’s. The palomino snorted and gave way to Fleur’s ministrations as Yellow Jacket and Rarity went into the bathroom. Yellow Jacket’s horn glowed golden and the door swung shut behind them.

Rarity immediately regretted it. Aside from a distasteful chemical smell, there was the knowledge in her mind that she was in the same room and pressed almost flank to flank with a Changeling Queen. A Changeling Queen who was a friend – or at least on her side – but still! Rarity flinched away from the chill linoleum of the walls as Yellow Jacket hissed at her in a low voice.

“Now what do we do? I can’t use my magic in front of her, and what if she notices something?” She made a scratchy chitter-growl in her throat. Rarity gulped to hear such an alien sound from the throat of a pony. No, of a thing that looked and acted like a pony. Yellow Jacket either didn’t notice or didn’t care, for she snapped, “Send her away!”

“I don’t dare to!” Rarity flinched back from the golden fires burning in Yellow Jacket’s eyes, but she hissed back, “I hate to admit it, but she is right about one thing. I need her help! I don’t think I can handle all of this on my own.” She tried to step away towards the door. Yellow Jacket got there first, crowded against her. Rarity shivered at the feel of the velvety hide, especially when she considered what truly lay beneath. She said, “You can still do whatever the Princess sent you here for at night, when the show’s over for the day. She won’t be around then, she’ll probably be with her husband Fancy Pants.”

“Yes, and watching that show I agreed to see with them.” Yellow Jacket half grumbled.

“What? And you complained about Fleur being here?” Rarity gaped. Now she pressed against Yellow Jacket, the Changeling Queen giving her a surprised look as she was forced back against the other wall. “He is one of the most observant ponies in Canterlot, maybe in all Equestria! I met him once myself, and I told him any number of stories about how important I was, how important all my friends were. I apologized for lying later; he just smiled and said he’d figured it out early on but he wanted to see what I was trying to do and how I’d act when he revealed that he knew.” Rarity shook herself when she remembered how simple and easy it all seemed when he revealed all the minor mistakes she’d made, from describing Rainbow Dash as the trainer of the Wonderbolts to not expecting ponies raised in Canterlot, who regularly saw Princess Celestia, to not know who the Element Bearers were after they’d been publicly given medals and noble titles after stopping Discord! How did I ever think I was getting away with it?

“I fooled them before,” Yellow Jacket said triumphantly. “I can do it again.” She added, sounding less certain, “I’m sure I can.”

From outside she dimly heard the gofer’s voice through the door as he pounded his hoof on it: “Carousel Boutique! Twenty minute warning!”

“Rarity?” Fleur sounded either curious or concerned.

Rarity drew herself up. This was her big chance, and she was not losing it. If she had to accept Fleur’s help, then so be it. She could do that and win the show and keep Yellow Jacket’s true form and mission a secret. Couldn’t she?

Rarity gave Yellow Jacket a look. She flashed golden and when Rarity opened the door and walked out into the room, Yellow Jacket looked perfectly and elegantly groomed. She looked at her two friends and felt impressed despite herself. Both Applejack and Fluttershy looked perfectly made up and styled for the ‘casual wear’ theme she was doing next.

“Now then, dear ladies,” Rarity said, smiling on them all. She stopped just long enough to toss a stray strand of mane out of her face before she said, “Since we have the aid of Lady Fleur,” she gracefully nodded at Fleur, who as graciously returned it, “let’s get ready to show Manehattan what the beauty and grace of Ponyville looks like!”

They all smiled back at her promise of victory. Rarity found herself just hoping that by the end of the show she’d be sane enough to still care about winning.

Because after all of this, she was going to win.

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