• Published 24th Sep 2021
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My Little Pony Friendship is Magic What If?: Volume 13 - SuperPinkBrony12



The thirteen installment of What If series that involves the rewriting of episodes. This one covers twelve episodes across all nine seasons, including bonus chapters and expansions. (Warning!: Rewrites based on personal opinion. Please respect it!)

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S4 E8: Rarity Takes Manehattan (What If?)

The train station in Ponyville was always busy, seeing as it was the only station in the entire town. But today it was busier than ever, not the least because a particular group of friends was making use of it to accompany one of their own.

The pony in question was Rarity. And as was often the case whenever she traveled anywhere, she had a lot of baggage that she just had to take with her. Baggage that she couldn't carry on her own, and so she sought out the help of another to carry it all: Namely Spike, who was usually more than eager to help Rarity without even being asked.

This time was a little bit different since the little dragon was straining himself quite a bit just to lug several heavy bags to the platform. But at last, he finished with a groan as he plopped the bags down and declared to the unicorn. "Well, there you are, Rarity! That's the last of your bags for the trip."

But Rarity replied. "Actually, Spike, I'm afraid there's one last pile of bags over there," She gestured a hoof to where several similar bags were resting. "Won't you be a dear and fetch them? I promise I'll double your reward for this."

However, there was no need for Spike to do so as Twilight lit up her horn and floated the bags over to the pile. "You've worked hard enough already, Spike. And you'll be working even harder over this coming week," She told the little dragon. "You deserve a rest for the time being." And she not so secretly glared at Rarity.

Rarity seemed to take the hint as she reached into her saddlebag and brought out a green colored gem of medium size. "A deal's a deal, Spike. As promised, you can have one of the gems from our gem finding session the other day."

Spike happily accepted the treat, licking his lips as he popped the gem into his mouth. "Thanks a ton, Rarity!" He exclaimed between bites! "This is exactly why I know you're going to do well in Fashion Week. It's all you've been talking about for days now."

"Can you blame me?" The young fashionista replied with a dreamy sigh. "An entire week in the fabulous city of Manehattan, Equestria's most glamorous city! Plus, all of my very best friends get to be there with me!"

Twilight was quick to answer. "Of course we'd all come to support you, Rarity. That's what friends do!"

Fluttershy nodded in agreement before adding. "Although, you probably don't need our help. We're all sure you'll win anyway. Nopony knows more about fashion than you do."

Rarity let out a happy squeal in response. "You're quite right. Still, it means a lot to me that you'd all accompany me to Manehattan and stay for the entire duration of Fashion Week. I can't begin to tell you how grateful I am for you doing all of this for me. Although, maybe there's a way I can show you..." She proceeded to produce several small stumps of paper and held them aloft with her magic.

"Ooh! I know what this is!" Pinkie Pie eagerly declared! "It's a paper fan!"

Rarity shook her head. "No it's not."

Pinkie then declared. "So it's a magic trick, huh? I love magic tricks too! And I know what this trick is: I pick a card and remember what it is, and then you put it back in the deck so you can't look at it and-"

The young fashionista cut her party planning friend off as she simply explained. "It's no trick. These are a set of seven tickets to see the hottest musical on Bridleway!"

Twilight grinned in excitement as she looked at the tickets and then to Rarity. "You couldn't possibly mean Hinny of the Hills, because that show's been sold out for months! Or could you?!"

"I could and I do," The fashionista answered with a smile. "Sometimes it pays to have contacts in the entertainment business. And it's the least I can do for all of you."

"Oh, Rarity!" Twilight happily declared as she could barely contain her excitement. "You really shouldn't have. You didn't have to do that for us. But since you did... well..." And she and the rest of her friends all began to cheer while jumping up and down in excitement!

Pinkie Pie even chimed in! "This trip is fun already! I love jumping up and down!"

Rarity proceeded to put the tickets away while telling her friends. "I figured that would interest you all," And even she found herself becoming more and more excited by the minute! "Oh, this is going to be a week to remember, I just know it!" And indeed it would be, though not for the reasons she might have been expecting.

It wasn't long after that revelation that Rarity and her friends boarded the train to Manehattan. The train ride itself passed uneventfully even though everyone was looking forward to something about Manehattan when they arrived.

Crossing over a magnificent long and winding suspension bridge, the train passed by a magnificent copper statue of a pony holding a torch in its left front hoof. Said statue rested on a self contained island overlooking a vast ocean that also flowed underneath the bridge.

Once the train reached Manehattan proper and pulled into the station, all onboard departed. Manehattan was truly a sight to behold with its magnificent, towering buildings that stretched on as far as the eye could see. Numerous signs were surrounded by lights to ensure they could be seen at any time of day (or night). Taxi cabs pulled by earth ponies in uniforms the same yellow as the cabs they pulled behind them could be seen rushing to and fro, carrying all sorts of ponies from different walks of life. And that was to say nothing of the many restaurants and hotels that doted the city landscape.

Rarity led her friends away from the station, eager to show them the city proper while leading them to their destination even as Spike lagged behind as he struggled to carry Rarity's heavy bags. "Come along, everyone!" She happily declared with a spring in her step. "I found us a place to stay, only a block from the train station in the very heart of this glorious metropolis! It can be so easy to get lost here, there's so much to see and do."

As the group of friends made their way from the train station into the heart of the city, it wasn't long before they noticed something that attracted their attention. A massive theater with a huge display listing all the performances that would put on at the location. And the current one was heavily touted, making it easy for all to know what the latest play was.

"That's the theater where Hinny of the Hills is playin', isn't it?" Applejack concluded as many of her friends let out oohs and aah upon seeing such a magnificent structure.

Rarity was more than happy to confirm Applejack's guess. "Indeed it is. Quite the lovely venue for it, wouldn't you agree?"

"I sure would," Twilight replied before asking the fashionista. "How'd you ever manage to get us seats for the show tomorrow night? Even ponies here in Manehattan have been out of luck almost from the day this play was announced to be coming here."

The unicorn gave a wink. "Like I said, it pays to have contacts in the entertainment business. I simply lent some of my designs to the costume designer here, so in return he was able to pull a few strings and get exclusive tickets. It was really a stroke of luck on my part," Then she fondly exclaimed. "You know, that's just the sort of thing I like the most about a city like this. It's what truly makes Manehattan special, so splendid and amazing! You do something nice for somepony else, and then you never know when they'll do something nice for you!"

"Like getting us in to see Hinny of the Hills!" Fluttershy realized.

"Which is only the best musical in all of Equestria!" Rainbow Dash exclaimed without a care for who heard her.

Applejack couldn't help but chuckle and tease. "It's gotta be if even a pony like you likes it, Rainbow Dash. After all, you ain't really much for musicals of any sort."

Rainbow was more than willing to confirm her fellow athlete's comment. "Hey, I can't be the only one who finds them weird. How they sing almost everything they say even if they don't have to," And she then remarked. "I mean, ponies just bursting into random songs at the drop of a hat? Who does that?"

As if to answer the brash speedster's question, Rarity proceeded to break out into a song of her as she could be heard joyfully singing:

Oh Manehattan, what you do to me!

Such a huge bustling community.

But there's always opportunity,

To do a friendly thing.

Determined to prove her point, Rarity stopped to pull out some bits in order to pay for a carrot dog to give to Spike. It was her way of thanking and rewarding him for carrying her bags. And as she did so she was singing:

If someone's grouchy, pay them no mind.

Surprise them instead with something kind.

Lo and behold!

A smile is what you'll find.

Soon afterward, Rarity and all her friends reached their destination. And even before they had made their way inside the hotel proper, an earth pony stallion with a cobalt bluish-gray coat, blue eyes and a dull blue mane and tail loosely bushy in style was there to greet them. His cutie mark depicted two sets of suitcases, and he wore a red outfit with yellow trim (as well as some green on the collar of his jacket). "Hello there, honored guests! And welcome one and all to the Manefair Hotel!" He proclaimed! "My name's Luggage Cart, and I hope you'll all enjoy your stay," Then he offered to Rarity. "Allow me to take those bags to your room for you, miss."

Rarity promptly floated over a purple colored gem slightly larger in size than the one she'd given Spike, placing it into the collar of Luggage Cart's outfit. "Miss. Rarity, thank you. And I'd like you have to this small token of my appreciation first."

Luggage Cart could hardly believe his eyes! He'd never received a tip like that before! "Why thank you!" He proclaimed! "I'll get you your change."

But the fashionista wouldn't hear of such a suggestion. "By all means, keep the change. I insist."

"Really?! Thank you so much!" Luggage Cart exclaimed! "How thoughtful of you, Miss. Rarity." Then he went to work picking up the bags, loading them onto a cart to take up to the hotel room.

With the matter of checking into the hotel taken care of, Rarity decided to take a little bit of free time to see the sights of Manehattan. To that end, she boarded a cruise that went out to the statue she'd seen from the train. The cruise ship soon stopping at the little island to let ponies off to go up into the statue proper. And during the entire round trip, Rarity could be heard singing:

Generosity, I'm here to show all that I can give.

Generosity, I'm here to set the bar.

Just you sit back, and watch how I live.

Now some will say: "Rarity,

Don't you be so big-hearted and bold.

Treating strangers like they're your friends?

This town's way too big and too cold."

But this is how I'll play my cards,

I'm not about to fold!

Wherever I see a frown, I'll go to town!

Just call me the smile patrol!

By the time the cruise had ended, Rarity had made it a point to show off her way of thinking and living. She was frequently performing acts of kindness and generosity towards other without accepting or expecting anything in return (aside from a bit of acknowledgement).

And perhaps because her singing was so delightful and so endearing, the fashionista's friends couldn't help but join in singing. Each of them seeing fit to give their own opinions about what their friend was doing, especially once they noticed a broken down taxi cab.

Oh Manehattan, what you to do us!

But what if you find a really gloomy gus?

It's no intimidatin' thing.

You just be kind without a fuss.

With her friends helping out as best they could, Rarity was quickly able to mend the broken wheel and get the taxi cab up and running again. And as she did so she couldn't help but sing:

Generosity, I'm here to show all that I can do.

Generosity, you are the key.

Manehattan, I'm here just for you.

Just for you!


The song came to an end as the unicorn fashionista dreamily sighed while looking at one of the many boutiques that Manehattan was known for. "To think, that someday soon my own dresses could be displayed in stores such as this! Shown off on the most glamorous shopping thoroughfare of the most glamorous city in all of Equestria! Maybe even the world!"

"Well, is there anything we can do to help you out?" Twilight offered. "You've done so much for us, it's only fair we return the favor somehow."

Rarity just replied. "I appreciate the sentiment, darlings, but your help isn't needed. I have everything I need, even a one of a kind fabric I intend to show off. I've been working on it for months in anticipation of this contest. It's like nothing anypony's ever seen before! I even amaze myself with how I was able to come up with it!"

Fluttershy immediately commented. "Sounds amazing, Rarity. You're sure to do well."

The unicorn nodded. "Indeed I will, though I can't afford to get cocky since I'm sure to be up against tough competition. Speaking of which, it's about time I checked in at the runway. The rules state I have to be there by two or else it's an automatic disqualification."

Pinkie Pie then pointed out. "Well that's funny, because according to that clock over there that makes it look like it's only ten minutes to two! But there's no way that clock can be right, right? You wouldn't let yourself lose track of time like that now would you, Rarity?"

But at that very moment a sense of dread filled the fashionista's entire body as a horrible realization struck her! "Oh my stars! Is it that late already?! How did I not notice?! Oh, time sure does fly when you're carried away singing and dancing!" Then there came a clap of thunder as it started to rain quite hard! "And it's just my luck, the runway ballroom's all the way across town."

Immediately, Fluttershy and the rest of Rarity's friends realized the situation they'd found themselves in! "We need to find you a cab, now!" The pegasus told Rarity.

"Leave it to me, I'll flag one down!" Rainbow Dash declared as she swooped over to inspect the nearest taxi cab she could find. "Excuse me, buddy," She called out to the cab driver. "Is this taxi taken?"

An earth pony stallion wearing a hat quickly pointed out. "For your information, the line ends back there, 'buddy'."

Rainbow looked back and saw a huge line that seemed to stretch all the way to the horizon. "You've gotta be kidding me!" She remarked in disbelief. "Does everypony in this town need a taxi all of a sudden?!"

"Let me try," Twilight offered as she stepped forward, unfolding her wings and clearing her throat as she spoke to the taxi cab's current occupant. "Excuse me. I don't think you're aware, but I just so happen to be Equestria's newest princess," She then gestured a hoof to Rarity. "My friend here is in desperate need of a cab for something very important that can't wait. So could you please let her have this taxi, just this once? She needs it more than you do, I'm sure of it."

But the stallion only snorted and remarked in a snooty tone of voice. "Is that so, princess? Well then, why don't you summon your own royal chariot with your own royal guards if it's so important? Or do you think you're so much better than us that you can just commandeer taxis meant for average ponies whenever you want?"

"N-no, that's not what I'm saying at all!" Twilight protested! "Please, it's urgent! Just this one time! I promise I'll make it up to you."

The stallion rolled his eyes. "Forget it, princess! I'm not going to be bribed! Your friend can wait in line like the rest of us. If it's really so important, use your own transportation. If not, stop wasting our time!"

Twilight unhappily sighed as she turned away and looked to Rarity. "Sorry," She apologized. "I thought for sure that would work. I can't help it if I didn't see the need to be accompanied by the royal guard whenever I went anywhere. I've never had a need for transportation before."

Rarity simply replied. "It's not your fault, Twilight. It's my fault for not planning ahead and getting carried away," She then sighed and looked down at the ground. "I guess my time in the big city is over before it truly began. Oh well, there's always next year."

Just then, however, the stallion pulling the taxi cab that Rarity had fixed up earlier happened to pull up on the street corner right in front of her. "Your new wheel works like a charm, miss," He said to Rarity. "Can I be of assistance to you?"

"You most certainly can, good sir!" Rarity declared as she quickly jumped into the cab and instructed! "Fashion runway plaza in seven minutes. Can you make it there?"

The stallion nodded. "You bet your boots I can! Hang onto your seat!" And he took off as fast as his legs would let him!

As soon as Rarity was out of sight, Spike declared (while still holding his carrot dog). "Thank goodness. That was a close one. Way too close for comfort," And all his friends nodded in agreement. Then an uncomfortable thought struck the dragon. "Say, is it just me or does anypony get the sinking feeling that we forgot something?"

The five mares quickly realized what even they had forgotten about in all the chaos of finding a cab! "The dresses!"

Twilight was quick to take charge, however! "Don't panic!" She frantically declared to the others. "I have an idea," And she pulled them all close as she began to whisper. "Here's what we're gonna do."


Rarity was quite fortunate for the taxi ride and made sure to give the cab driver a good tip for his services. But upon entering the runway plaza, she realized something that she had forgotten all about in her mad dash across town! "The dresses! Oh, how could I have forgotten the dresses?!" She complained aloud! "How can I compete in fashion week if I have nothing to show?!"

Fortunately for the fashionista, Luggage Cart happened to show up at that very moment with Rarity's dresses safely in tow. He was still wearing his outfit to boot (as could be seen by how soaked it was from the rain). "Your dresses are right here, ma'am. Safe and sound, made sure of that myself," He explained. "You're lucky. Your friends found me and told me you need these in a hurry, so I offered to run 'em over here myself. Looks like I made it just in time. But I'd do anything for a mare like you."

"Oh, you're a lifesaver!" Rarity told the stallion and floated over another small gem. "Keep the change, again!" And without bothering to wait for a reply, she rushed to the front of the runway to join the rest of the contestants on the stage! She was greatly relieved to make it just in time, just a few more seconds would've ended her chances before she'd even had a chance to compete.

Just then, an earth pony mare of medium build and a gray coat came trotting out. She sported pale purple eyes that looked almost judgemental in expression, a light pink mane and tail with bangs loosely hanging out, and a cutie mark depicting yellow scissors and a spool of thread the same color as her mane and tail. This mare proudly wore a white dress with gold trim on the sleeves, silver buttons and purple earrings below both of her ears. "Miss Rarity, I presume. Or should I simply call you Rarity?" The earth pony immediately asked.

Rarity knew at once who this mare was. "You must be Prim Headline, the host of this grand event," She quickly greeted. "I've heard so much about you. And I'm looking forward to-"

Prim didn't bother to let Rarity finish, instead cutting her off while asking. "Miss Rarity, tell me something. How is it that all your competitors arrived here half an hour early, and yet you made it here with just seconds to spare?"

Realizing that she didn't have a good answer for Prim, the fashionista bit her lip. "Ooh, I'm terribly sorry. Looks like I lost track of the time," And she sought to reassure the host. "But it won't happen again, I promise."

Prim sternly nodded. "It had better not. I have little patience for those who waste my time by not taking things seriously. From now on, please do try to be more than a few seconds early for anything related to this contest," Then she explained. "Now, despite this being 'Fashion Week' not all of you will be staying for the whole thing. Tomorrow is the most important part of the whole thing where each of you show off your designs to all the best judges in the fashion world. You will all present in the order by which you arrived. The winner of tomorrow's contest gets to stay and work with top designers from all across the city. The rest of you will have little choice but to go home early, so sad."

"Then what's the point of being here today?" One of the contestants asked Prim Headline.

Prim just answered while turning her back to the contestants. "Your runway appointments will give me a chance to see what you all have to offer. It's not necessary, but unless you want to trust your own judgement I would highly recommend showing up and showing off. And I suggest you take whatever feedback I give very seriously, it could just be the difference between you staying and you going," Then she swished her tail. "That is all, you are all dismissed." And with that she left the runway and many of the contestants did the same.

One contestant, however, made their way over to Rarity. Said contestant was an earth pony mare the same size as Prim, except she had a pinkish-purple coat. Her eyes were a simple grayish-brown not unlike the earth, and her mane and tail were a stiff grayish-violet that almost could've been mistaken for that of Rarity's at first glance. She had a sky blue checkered scarf around her neck, and her cutie mark was three buttons (one purple, one yellow and one blue). "Hey, Rarity. I'm so glad you could make it! I was beginning to worry you might not show up." The mare declared in a friendly tone of voice.

Rarity nodded. "Oh, I was worried about the same thing. But fortunately for me, everything just keeps working out. I just hope my luck can hold through tomorrow. I'm fairly confident I can win, but I know I'm going to be up against a lot of tough competition."

The earth pony mare then opted to point out. "Hey, come on now. Don't you recognize me, Rarity? You remember, Suri Polomare from the Ponyville Knitters League?"

It took but a moment for the fashionista to remember that she had indeed heard of such a name before. "Oh, yes, of course, of course!" She nervously declared as she tried not to look guilty. "I was about to say you looked awfully familiar, but I couldn't quite put my hoof on it. It's good to see you again, Suri. You haven't been back in Ponyville for years."

Suri was quick to point out. "Well that's because I moved to the big city to make it on my own, know what I'm saying?" And she gave a hearty laugh.

The unicorn smiled, delighted at this unexpected reunion. "Oh, good for you, Suri-"

But Suri interrupted by practically pressing herself up against her old friend and commenting. "Ooh, it's so good to see you too! And now here we are, competing against each other!"

"Yes, quite unfortunate but it can't be helped," Rarity remarked and was quick to say to her old friend. "Best of luck to you."

Suri confidently boasted. "Oh, I don't need luck. After all, luck doesn't get you very far in a place like this," And she then offered. "Say, would you like some help with your things? You didn't get a chance to store your dresses yet, did you?"

Rarity shook her head. "No I didn't. Your help would be greatly appreciated, Suri." And the two friends soon made their way backstage to store Rarity's dresses. It was only now that Suri got a good look at them, at the one of kind fabric that they were made from. It was an almost glowing purple and seemed like it could be made to fit anything with just a little bit of modification.

Suri appeared to be amazed by what she saw from her old friend if her sudden gasps were anything to go by! "My! Rarity, your collection is gorgeous!"

Modestly, the fashionista waved a hoof and replied. "Oh, I'm sure it's nothing compared to yours. Manehattan is Equestria's fashion capital after all, you've surely had access to the best of the best for your collection."

The earth pony mare didn't seem convinced as she hesitantly answered. "Well, I'm kind of on a budget. Gotta make ends meet, so I can't risk too much money on expensive materials. Have to make do with what I have. You, on the other hoof, seem to be doing quite well for yourself. My collection could really use something to spice up the accents..." Then it seemed like an idea came to her as she eyed her friend's dress collection. "Say, would you mind terribly if I were to borrow a small swatch of your fabric? It'll be just the thing to make my collection shine."

Suspecting nothing at such a request, Rarity lit up her horn and floated over a large roll of fabric in the same color and material as her dress collection. "Oh, you needn't worry. In fact, here. I always make it a habit to carry around extra rolls in case of an emergency. You can have one."

Suri seemed to look guilty as she hesitantly asked. "You sure? I wouldn't want to be a burden to you."

"Oh, not at all," Rarity happily replied. "In fact, why don't I lend you a helping hoof? There's nothing in the rules that says we can't do that."

But the earth pony mare quickly snatched up the roll and stubbornly insisted. "That won't be necessary, Rarity," She gave off a nervous laugh. "I know my way around a sewing machine, thank you very much. You just worry about your collection and let me worry about mine, okay?" And before her friend had a chance to protest or even to say goodbye, Suri took off and was gone.

"Uh... it was nice catching up with you?" Rarity called while blinking, trying to process Suri's sudden departure. Come to think of it, her former Ponyville associate had been acting kind of strange ever since officially reintroducing herself to Rarity. That was quite concerning, and not in a good way. Was something wrong with Suri? She had mentioned a budget. Was she maybe trying to sound better off than she actually was? Or maybe something else was up? Something far more sinister perhaps?

The fashionista blinked in realization and shook her head from side to side. "Now Rarity, there's no reason to be suspicious. Helping a friend is always a good decision to make." She mentally scolded herself and quickly set to work on finishing up her preparations.


Some time later, Rarity returned with her dresses in tow to the front of the hotel and informed the receptionist. "Tell Prim I'm here half an hour early for my runway appointment, just the way she likes it."

The receptionist was an earth pony mare who had a light purple coat, a dull blonde mane and tail and orange eyes hidden behind dark blue glasses with three diamonds on the rims. She also had on a black neck tie and had a pencil in her mane as she instructed. "Get in line over there, miss. I'll let Prim know you're here," Then she happened to see Rarity's dresses and couldn't help but exclaim! "Oh my, that fabric's gorgeous! Did you make that all by yourself?"

Rarity happily nodded, delighted to receive some recognition already for her hard work. "You bet I did. It wasn't easy, but it's sure to impress Prim," And she proceed to list off everything that was special about her fabric. "It's stretchy, but not clingy."

Suddenly, however, the fashionista's trained ears picked up the sounds of a very familiar voice rattling off the rest of the things special about her one of a kind fabric. "Shimmery, but not showy. And the entire line is in the same adorable pattern. It works on everything from skirts to tops to shoes. So what do you think, Prim? Good enough? I worked my tail off to get... I mean come up with it."

Rushing to the walkway, the unicorn with a pristine white coat could hardly believe her eyes and ears! There was Suri Polomare at the edge of the runway, showing off a duplicate dress line that used the exact same fabric that Rarity herself had spent months designing and creating.

An unaware Prim Headline just applauded. "Oh, bravo, Suri! I've never seen anything like it! I daresay, you'll be tough to beat at tomorrow's competition with that line."

Suri happily took a bow, her grin looking so wide it seemed like it could almost fall right off her face. But as soon as she came backstage, she was unexpectedly verbally assaulted by none other than Rarity who verbally accused her! "Suri, how dare you! You stole my one of a kind fabric! I can't believe you!"

After recovering from the unexpected accusation, Suri just smiled while pointing out. "I didn't steal it, Rarity. You gave it to me, remember?"

Rarity snorted. "I only gave you that roll for accents, not so you could copy my entire line! Besides, there's no way you could've made all those dresses exactly the same as mine in so short a matter of time! It's simply impossible!"

"Whoever said I was the one making the dresses?" Suri confessed before gesturing a hoof to another earth pony mare, this one sporting a whitish yellow coat. She had innocent light cyan eyes, a two toned light greenish gray mane and tail and a cutie mark that showed a pink colored hat with a red feather on it. "My practically good for nothing assistant Coco Pommel here took practically forever to make all those dresses. If she'd taken any longer I would've had nothing to show and Prim would've kicked me out for wasting her time."

Coco tried to speak up as she sheepishly trotted over and apologized. "P-please, Suri, don't be mad. I wanted to make sure you'd win, so I thought I'd take the extra time to—"

"-Quiet, Coco! You're not paid to talk or think!" Suri coldly snapped! "I only pay you to sew for me and get coffee. You only talk when I say you can talk, you got that?! So why not make yourself useful and go fetch me some coffee, and make it snappy!"

Coco reluctantly obeyed. "Y-yes, Suri. I'll-I'll get right on it!" And she took off without another word, leaving Rarity and Suri alone backstage.

Suri's grin returned with a vengeance as she told Rarity. "That Coco is lucky to have me for a mentor. If not for me, nopony else would've bothered to give her a chance. I don't ask much, just for her to do the stuff I can't be bothered to do."

"But... but... you're copying me!" Rarity protested with a glare! "I won't let you get away with this, Suri! I'll tell Prim Headline about this, you won't have anything to be smiling about then."

But Suri just threw back her head and laughed. "Go ahead, blow that whistle if you dare. You're presenting after me, so if anything it's going to look like you are copying me. And of course, I've been in Manehattan longer than you have. And nopony else around here saw your one of a kind fabric now did they?"

The fashionista fought back a gulp. "Well, there was this one pony. But he's a bellhop at a hotel all the way across town. I doubt I could get him to come here on such short notice."

Suri laughed again. "As I thought, it's your word against mine. And after you almost didn't arrive in time, who do you think Prim's gonna believe more?"

Rarity struggled desperately to keep from crying as the realization slowly settled in. Just like that, her dreams were being crushed again and this time it didn't seem like there was going to be a way out. "This can't be! How could this happen?"

Suri reached out a hoof and pulled Rarity close. "Oh, don't beat yourself up too bad, Rarity. It's nothing personal, you understand. But there can only be one winner, and I sure as hay don't plan to lose to you. Besides, that's just how you get ahead around here. I guess it just took a small town filly like you a while to learn that it's everypony for themselves in a big city like Manehattan." And she watched with satisfaction as the only pony who could've posed a threat to her ran away in tears.

Prim Headline was unaware of any of this as she simply called out from her spot in the audience seating. "Okay, Miss. Rarity. I'm ready for your appointment now. Show me what you've got," But there was no reply. "Miss Rarity?"

Suri poked her head out from backstage and told Prim. "She couldn't make it. Guess she didn't think what she had was good enough for you."

Prim simply responded by looking down at a clipboard that she had and scratching Rarity's name off it. "Oh well, that just means she's on her own tomorrow."

And upon hearing those words Suri grinned anew while thinking to herself. "She sure will be. She doesn't have a snowball in Tartarus' chance of beating me now!"


Back at the Manefair Hotel, Rarity's friends were unaware of what had transpired across town. They had been spending all that time taking in the rest of the sights and sounds that the city of Manehattan had to offer (it had certainly helped that the rain had cleared up almost as quickly as it had arrived).

"I don't know about the rest of you girls, but that was a fun afternoon!" Twilight happily exclaimed as the five mares (along with Spike) entered the hotel room where everyone was staying.

"Well it's only gonna get more fun from here on out!" Rainbow Dash declared!

Applejack nodded. "Eeyup. We've got a saloon appointment to get our manes done."

Pinkie Pie then eagerly chimed in! "Then a fancy dinner at Manehattan's best restaurant: The Far-Afield Tavern!"

"And after that we all get to see-" Fluttershy happily announced!

"Hinny of the Hills!" The five mares all shouted together in joy!

But at that very moment, Rarity came trotting into the hotel room looking quite distraught. Her head hung low and it looked like she was about to cry. And indeed she did, throwing herself down onto a hotel bed as she began to bawl her eyes out.

"Uh-oh, is something wrong?" Rainbow Dash questioned. "Don't tell me the bellhop didn't get your dresses to you in time, we specifically told him where to go."

Rarity sniffled and sobbed. "My generosity has ruined me, I tell you! Ruined!"

"Whatever do you mean, Rarity?" Twilight inquired.

In between sobs Rarity tried to explain to the best of her ability. "After that bellhop brought me the dresses, I met an old friend from Ponyville in Suri Polomare. And when she said she needed something for accents for her collection, I let her borrow a spare roll of my one of a kind fabric. And then she turned around and copied the whole line. Except I'm presenting after her tomorrow, so now it'll look like I'm copying her instead of the other way around. And the worst part is, I've got no way to prove Suri's a fraud! Oh, why did I have to give her that fabric?! Why?!"

"Sounds to me like Suri isn't much of a friend if she would do something like that to you," Fluttershy commented. "But that just means you need to come up with an entirely new line to beat hers."

Pinkie Pie happily declared! "If there's anypony who can do that in less than a day, it's you, Rarity!"

And Applejack encouraged her long time friend. "Exactly! So come on now, Rarity, buck up! All you need is some fabric and inspiration, and you'll be back in business. That Suri won't know what hit her!"

"And we'll all pitch in to help you out," Spike offered. "After all, we still owe you for those exclusive tickets to Hinny of the Hills."

It was those kind and thoughtful words that got the fashionista to cease her crying. Now was not the time for feeling sorry for herself. Now was the time to think long and hard about her next move, because the very future of her fashion career was riding on it. Looking all around the hotel room, inspiration soon came to her. She would have to improvise on the materials. But with a little luck, this new line would be just the thing to beat her old line that Suri had shamelessly copied.

"You know, you're right!" Rarity declared as she stood up! "I'm not beaten yet! And if it's the last thing I do, that Suri is gonna pay for thinking she could copy my designs and get away with it!" Turning to her friends she then told them. "However, if I'm going to get this line done in time, there's going to have to be some changes to our plans for tonight."

Twilight offered. "We'll do whatever we can to help, Rarity."


Later that day, in fact that very night as the sun had set and the moon had come out, Rarity had converted her hotel room into a makeshift sewing shop. All of her friends were working at various sewing machines that she had set up, making use of whatever materials were given to them and trying to get things accomplished as fast as possible. They'd been at work for quite a while and had made some progress, but not nearly enough to satisfy Rarity.

The fashionista herself seemed to be increasingly hard on her friends, all but glaring at them through her ruby red sewing glasses as if she seemed to think they were looking for any reason or excuse to slack off instead of actually helping. It didn't help that she caught things like Fluttershy jamming a sewing machine, or Pinkie Pie getting distracted playing with a ball of yarn.

Still, things were coming along better than could be expected for Rarity. She picked up another set of different parts ready to be made into a dress and delivered them in a basket to Twilight while picking up another basket containing the finished dresses. "Twilight, sew these pieces together according to that pattern there!" She instructed! "Come on now, pick up the slack, or we'll be here all night!"

"I'm doing my best, Rarity. And so's everyone else," Twilight quickly replied as she set to work on trying to sew the parts together to the best of her ability (a task made difficult even with her magic). "It's just... we are getting hungry."

Spike added. "Yeah. And you told us that if we cancelled the reservation and skipped dinner at the Far-Afield Tavern, you'd order a meal for us to eat while we keep working." And as if to emphasize that point his stomach rumbled audibly.

The unicorn mare just declared. "Don't fret, I ordered a pizza from the finest pizzeria in Manehattan. But you know how bad traffic can be in this city. I placed the order and they said they'll have it here in one hour, and I made sure to get the biggest size possible so there'll be enough for us all," Gazing around the room she proceeded to ask. "That's not going to be a problem for any of you, is it?"

Rainbow Dash reluctantly answered while looking up from her sewing machine. "W-well, we're kind of supposed to be watching Hinny of the Hills by then. And it would be a shame to waste the tickets after you worked so hard to get them. The play can't be that long, right?"

Rarity was anything but pleased with that reply. "And you think that after a hearty meal and a play that you'll still have enough energy left to finish all of this?" She gestured a hoof around the room. "We're barely halfway there, no thanks to any of you slackers."

"'Slackers'?!" Rainbow Dash glared as she stood up! "Why you-"

"-Now girls, let's not fight," Twilight interrupted and looked across to Rarity. "I'm sure you didn't mean that, Rarity. We'll stay up through the night if we have to to get everything done. We promise."

But Rarity was not convinced for even a second. "You say that, and yet after offering to help me you're now looking for an opportunity to weasel your way out of doing the hard work. I see what's really going on here," She began to angrily remark (while using her magic to ominously tie a scarf tightly around a ponyquin). "I go out of my way to get you tickets for a show, and this is how you repay me? By abandoning me in my time of need? By all means, go ahead and go see Hinny of the Hills for all I care!"

Fluttershy tried to speak up. "We want to see it with you, Rarity. It wouldn't be the same without you."

The fashionista would hear nothing of such a proposal. "You're the ones who want to see that show so badly, so go see it! Then tomorrow, you can all come and watch me in the fashion show as my incomplete new line loses to Suri's copycat of my old line. How fun will that be! Just picture it: 'Ooh, look! There's our friend Rarity going down in flames! Isn't friendship magic?!'"

"Rarity, calm down," Twilight tried to insist. "This isn't like you. What's gotten into you?"

"What's gotten into me?! What's gotten in all of you?!" Rarity accusingly snapped as though she had been offended! "Oh, go ahead! See your little show since that's all you seem to care about! Congratu-pony-lations, fillies! Sounds like you've all figured out that it's everypony for herself in this city!" And with that she stormed out of the room in a huff.

The five remaining mares and the little dragon all shared worried looks before they silently came to an agreement. They would have to skip the play, there was simply no point in seeing it when their friend needed help.


When the next morning came, Rarity was more than a little surprised to find out that her new dress line was complete. Her friends had not gone to the theater and had spent the night working to get everything ready.

Twilight finally allowed her horn to rest (and her body too for that matter) as she set down the final dress in the set. "Okay, that's the last one."

"Finally! Took long enough." Rarity declared as she picked up the finished dresses and rushed out the door without a second's hesitation! She would leave nothing to chance this time.

"Hey!" Twilight called, shocked to have Rarity just leave without bothering to acknowledge the efforts of her friends. "You're welcome!" She sarcastically called despite the fact that she knew the unicorn was too far away to hear her.

The young fashionista raced across town to the fashion runway plaza, making it there with plenty of time to spare. And once she did there was little left for her to do but wait for her turn to present, after everypony else had already taken their turn at presenting. She only barely took notice of the fact that the likes of Hoity Toity, Photo Finish and even Sapphire Shores were in attendance as judges.

Time ticked by slowly, but at last Suri had gone on stage and displayed her collection that only she, Rarity and Coco knew was not actually hers. So now it was Rarity's turn.

"Let's all give another round of applause to Suri Polomare's amazing collection," Prim Headline instructed to the audience. "That fabric, so original!"

"I know, right?" Suri replied. "Sometimes I amaze even myself," Then she made her way backstage, surprised to see Rarity before she taunted. "Oh, well look who's here. Here to show off your copycat collection, mm? Good luck, you'll need it."

Prim then spoke up. "And now for our final contest: Miss Rarity of Ponyville with her brand new line, emphasis on the 'brand new': Hotel Chic."

The models came trotting out onto the stage, showing off Rarity's new wears for all to see. Every outfit had been made from something in her hotel room, but she had found a way to tie them all together in a way that looked presentable and irresistible.

Cameras clicked and many ponies in the crowd began to talk them amongst themselves in excitement.

Rarity looked out from the stage to see the reception her new line was drawing, and she could hardly believe her luck! "They're liking it! I may have just pulled this off after all!" She thought, but then she noticed something else as her eyes were drawn to the reserved seating area, particularly how empty it was. "Oh no! My friends didn't come. What have I done?!" She unhappily realized.

Unaware of this mental contemplating, Prim approached Rarity with a smile. "Rarity, your new line is a hit! Aren't you going to tell the crowd about your fabulous pieces and where the inspiration came from? You're almost out of time to do so."

Yet when the fashionista unicorn looked again to the reserved seating area, something caught her eye: The rope that blocked off the stands from the stage gave off a rainbow colored glow that was reflected in her eyes. Suddenly, she knew what she had to do. "Sorry, Prim, I have to go!" She declared, jumping down from the stage and taking off!

Prim was shocked beyond words! "Where are you going?! Miss Rarity!" But her frantic pleas went unanswered.

Suri watched the whole thing with a smile on her face. "That's right, Rarity. You don't have what it takes. You were a fool to think otherwise."


Desperate to find any lead and hopefully catch up with her friends before it was too late, Rarity raced back to the hotel only to be greeted by Luggage Cart right outside. "Hello, ma'am," He tipped his hat in salute. "Heard about the big contest you were entering. How's it going?"

"No time to talk, I need to speak with my friends," Rarity frantically replied. "Have you seen them?!"

"Oh, them?" Luggage Cart replied while scratching his head. "Think I saw them headed out this morning. They're the ponies with a dragon, right?"

Rarity gasped in horror! "That's them alright! Oh, they must've already gone back to Ponyville! And it's all my fault. They worked so hard for me too," She then departed, though not without giving Luggage Cart yet another gem. "Almost forgot. You've worked hard too."

Luggage Cart was confused. "But I didn't do anything." He protested only to see that Rarity had already left.

It started to rain again as the fashionista made her way through the streets of Manehattan, riddled with guilt over the way she'd been acting since finding out Suri had stolen her one of a kind fabric. And as she did so she sang to herself:

Oh Manehattan, what have I done?

I thought Fashion Week would be fun.

But I went way too far.

My friends all gave to me in ways so kind.

Yet I gave them nothing but a hard time.

So now alone I stand.

Yes, alone I stand.

Realizing that there was only one thing to do in a situation like this, Rarity made her way back to the plaza to get the receptionist's attention. "Can you tell Prim Headline that I need to rush back to Ponyville? I'm sorry but it's urgent. I know she's going to be upset, but you can tell her that I'm grateful for letting me compete."

"I'll see what I can do," The receptionist pony declared. "But I wouldn't get my hopes up if I were you. Prim doesn't usually grant second chances."

But just as the receptionist left, Rarity was surprised to hear a familiar voice declare! "Oh, there you are!" And to her great surprise and relief, she saw that all of her friends had showed up.

The fashionista could hardly believe it. "You came?! But I treated you all so horribly last night."

"Maybe so, but we've known you long enough to know that that's not who you really are," Spike pointed out. "We didn't mean to miss your show, but Twilight and the others wanted to see if they could at least return the free tickets for Hinny of the Hills."

Twilight then added. "The theater was so busy because Hinny of the Hills is packing up, it's leaving Bridleway. By the time we got everything sorted out, we realized that we were too late," And she apologized. "We're sorry. But at least you won, right?"

Rarity immediately declared. "It doesn't matter anymore. My fashion career will find a path forward with or without this contest. My friendships with all of you are more important," Though she then sought to add. "I feel so bad for the way I treated you all last night."

Applejack commented. "Yeah, no offense but you were pretty darn rotten."

"Whoa, Applejack!" Rainbow Dash exclaimed in mild shock. "I know your thing is honesty, but come on. Dial it back a little."

"I simply say it like I see it. Besides, we're still friends and that's what matters most, right?" Applejack remarked.

Twilight was quick to explain. "We'd never let one bad day or one bad night ruin our friendship with you. Not after all we've been through."

The fashionista quickly found herself overcome with joy! Never again would she take her friendships for granted. "Oh thank you, all of you!" She joyfully proclaimed as she embraced her friends in a tight hug! "But I still have to find a way to make it up to you all. And fortunately, I know just the thing. Hope you're all still interested in seeing Hinny of the Hills, because I know how we can see an exclusive farewell performance." And she quickly led her friends away, unaware that a certain somepony had been watching the whole thing.

"She's lucky to have friends like that. I would give anything to be that lucky," The certain somepony thought to itself. "It's not right that she should have to lose because of me. I have to make things right!" And so it was that an idea came to her mind.


Later that day, the Bridleway Theater was closed down for an exclusive (and previously unscheduled) performance of Hinny of the Hills for a private audience.

Said audience watched the whole show, delighting in every second of it up through the end as the titular character herself sang the last verse of the last song in the final act of the play:

And I'm a dancing pooooooooooooonnnnnnnnnnnnnnnyyyyyyyy!

Then the cast took a bow as the curtain fell upon the stage.

The six mares and the dragon clapped and cheered while they sat in the edges of their seats. "Wow!" Applejack was the first in the group to speak up afterwards. "Don't know about the rest of y'all, but that was even better than I thought it would be!"

Rainbow Dash flew up from her seat while she eagerly proclaimed! "I loved it!" But then she realized she was perhaps being a bit too enthusiastic and so she descended back to her seat and tried to play it cool. "I mean, it was alright as far as musicals go." But her friends were not fooled, and they laughed at the brash speedster's efforts to play it off.

Twilight, however, was curious about something. And that curiosity prompted her to ask Rarity. "How did you ever get them to agree to do an extra performance just for us? Especially on such short notice?"

Rarity reluctantly explained. "Well, you know that costume designer that gave me the free tickets?" When her friends all nodded she then told them. "I agreed to owe him a favor, and that favor was designing all the costumes for his next show here in Manehattan."

"What?!" The five mares and the little dragon all gasped at once!

The fashionista unhappily sighed. "I had a feeling you'd react that way. But I really wanted you all to see this show after my bad behavior forced you to miss it. Besides, working with this designer is going to be a big boost to my career. It's not like I'll be gone from Ponyville forever. I'll be away for a while, probably a month tops."

Applejack reluctantly nodded. "We know that, Rarity. And we're mighty happy for ya. We're just, ya know... sad, for us."

"If there was another way to get you all to see the show I would take it in a heartbeat," Rarity replied. "I'm afraid this was the only thing I could think of. Sometimes, generosity comes at a price."

But just then the doors at the back of the theater swung open, and who should come trotting in but a very familiar earth pony mare with a yellowish white coat? "Got room for one more?" She nervously asked as she came trotting up to Rarity's location.

"Coco?!" Rarity exclaimed with shock and surprise! "Whatever are you doing here?! Does Suri know about this?"

Coco shook her head. "Suri doesn't matter anymore, I'm tired of letting somepony like her boss me around all day because she thinks it makes her important," She then cleared her throat. "There's something you needed to know. Something you didn't get a chance to find out earlier when you left with your friends." And the mare proceeded to produce a shiny golden trophy with the number one emblazoned upon it.

"First place for Fashion Week!" Rarity realized as she gasped anew! "And it's for me! But... I thought I lost."

Coco again shook her head and explained. "You didn't. You almost did though. Suri had the lead for the longest time, and when it slipped away she was hoping that if you didn't come back to claim your victory it would count as a forfeit. Then she would win by default. But then I saw you with your friends. How generous you were with them and how they stuck by you despite how poorly you say you treated them. It made me realize that Suri was wrong, it's not always everypony for themselves in the big city. Sometimes, being generous can have its benefits."

The fashionista smiled. "That's very nice of you, Coco. I'm glad I could inspire you to stand up for yourself. It's not right what Suri did, you deserve better."

The earth pony mare smiled. "I'm glad you think so, because I quit. I told Prim Headline everything and even presented the evidence of Suri copying you. Suri was disqualified right on the spot."

"Sounds like you'll be in need of a new job now." Rarity couldn't help but comment.

Coco reluctantly nodded. "Yeah. But I didn't come here to ask you to put in a good word for me, you've already done so much for me just by being who you are. And I didn't just come here to give you the first place prize you deserved. There's a little something I wanted to give you. Something to say 'Thanks'," She proceeded to open a small box, revealing a rainbow colored spool of thread. "It cost me months worth of bits to buy this thread, it's the only one of its kind. Something about it caught my eye, I just had to have it. But now I think you deserve it more." And she hoofed the thread over to Rarity.

It was then that the young fashionista got herself an idea. A way to solve two problems at the same time. "Say, Coco, my dear?" She spoke up. "What would you say if I told you I could get you a job working with a fabulous costume designer right here on Bridleway."

Coco Pommel nearly jumped back in surprise! "You'd do that for me?!"

"But of course, darling," Rarity said with a sincere smile. "And in fact, I think we should stay in touch more often. We'll write letters to each other. I have a feeling you could have a promising career in fashion someday. And this is the perfect opportunity for you to get your hoof in the door so to speak."


The rest of Fashion Week flew by in the blink of an eye for Rarity after that development. With her encouragement, the costume manager was more than happy to take Coco on and free Rarity from the agreement.

Rarity quite enjoyed her time working with Prim Headline and all the best designers in Manehattan, it gave her a lot of inspiration to use back in Ponyville. A part of her was sad to see it come to an end when it was time to go back to Ponyville.

But deep down, Rarity was a Ponyville pony at heart no matter how much she might have felt otherwise on occasions in the past. She had dreams of making it big in Manehattan someday, but until that day she was happy to go back to Ponyville and let word of mouth spread about her accomplishments in the big city.

Upon returning to Ponyville, the fashionista saw fit to write in the special journal she and her friends had just started keeping not too long ago. And the entry she wrote went something like this:

I won't deny it, Manehattan was simply grand.

Yet it was in this magnificent metropolis that I learned a valuable lesson.

While it's true that there are ponies who will take advantage of your generosity, you should never ever let that cause you to abandon your own generous spirit. Nothing feels worse than taking advantage of the giving nature of your friends.

It is always better to give than to receive. And you should do so without always expecting compensation in return. Though it is also important not to give too much of yourself, that can be just as bad.

While writing, if Rarity had looked up from the journal she might have briefly seen the one of a kind thread that Coco had given to her give off a rainbow colored glow.

Author's Note:

Considering this is among Season 4's most popular episodes, rewriting it was going to be a massive undertaking no matter when or how I chose to do it. But as always, I feel like there are some things that could be better handled or done differently.

The biggest issues seem to stem more from animation than story structure, such as Applejack describing Rainbow Dash in the third person while talking to Rainbow Dash. Or Rarity accusing Suri of stealing her fabric within ear shot of Prim Headline, but Prim doesn't acknowledge this. So I did the best I could to clear up those mistakes.

There are also some issues with pacing, and it doesn't really make a whole lot sense for Rarity to take Suri at her word when she says she (Rarity) lost after Suri has already shown a willingness to cheat and lie to get what she wants. Plus, Spike is hardly acknowledged at any point during the episode despite clearly being a part of the group (and he seems to suffer misfortune or abuse often throughout the episode).

Lastly, I wanted to have Twilight's wings be acknowledged considering this episode features the most infamous example of them not being acknowledged (or the status that comes with them).

Dragonshy
A Dog and Pony Show
Read It and Weep (Bonus Chapter)
Magical Mystery Cure (Two Parter)
Rarity Takes Manehattan
Make New Friends, But Keep Discord
The Crystalling Parts 1 and 2
Fluttershy Leans In (Bonus Chapter)
The Hearts and Hooves Day Mystery (The Break Up Break Down)
Growing Up is Hard to Do (Bonus Chapter)