Manehattan Madness

by Ardashir

First published

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

Manehattan's Spring Fashion Show, second only to Fashion Week in the fall. And this spring, Carousel Boutique of Ponyville will be there for the first time, with three in-house models on the runway: A pegasus supermodel who disappeared two years ago, a farmpony who can fake being a Manehattanite -- and a Changeling Queen working undercover for Princess Celestia.

Add the lead mare and stallion of Canterlot's Smart Set and two griffins -- one a jealous supermodel, the other a Bridleway star with a secret -- and what could possibly go wrong?

A sequel to Wolf in Pony's Clothing, taking place two to three months after the events of that story.


My Little Pony: Friendship is Magic, the magical land of Equestria and its equine inhabitants (c) Hasbro, Inc, Hub Network, and Studio DHX.
Created by Lauren Faust.

"Picture Perfect Pony" by MandoPony.

"Art of the Dress (stressed reprise)" by Daniel Ingram and Charlotte Fullerton.

Prologue: On The Canterlot Limited

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Manehattan Madness
by Ardashir

Once upon a time, in the magical land of Equestria…

Chapter 1

Prologue: On the Canterlot Limited

Brake shoes screeched and steam chuffed under Luna’s moon as the massive Garratt locomotive eased the Canterlot Limited down the long mountain grade from the capital, two pegasi scouting the winding tracks ahead for any obstructions.

In the observation/lounge car at the tail of the train, a statuesque unicorn mare with golden coat and ebon mane selected an empty lounge seat where the car’s glowgem lanterns didn’t quite reach and draped herself across it, tucking her fetlocks under her. Held in her golden aura, the newspapers floated onto the adjacent side table, hiding the inlaid Sun & Moon gameboard.

“Miss?” the mulberry earth pony passenger whinnied as Yellow Jacket levitated one of the papers – yesterday’s Canterlot Sun – before her golden eyes. “Would you like my seat? It’s right under the lamp, if you’re reading.”

“No, I’m quite all right,” she replied in her silken voice. For a moment, her eyes shone golden like those of Luna’s Night Guards. “Moonlight is enough; I have very good night vision.”

On the front-page photo of the Sun, Princess Celestia towered over two non-ponies in a Sun Palace reception hall. To the Alicorn Major’s left stood a young white wolf in diplomatic finery, his tail tucked in lupine unease; to her right, tall and slim as Princess Luna, the not-quite-alicorn shape of a Changeling Queen.

Yellow Jacket remembered that reception in the Snowdrop Room, days ago. The taste of the young wolf’s apprehension – a wolf she’d met once before under far different circumstances – and the fear mixed with morbid curiosity radiating from all those unicorn nobles. And the stupid questions the thoroughbreds put to the Changeling.

Yes, we can turn into anypony, even an alicorn. No, we’re not planning to take over Equestria, that was Chrysalis and her swarm. Yes, we feed on love. No, I won’t become Luna, and not with you. I’ll never be that hungry!

Just like that fool Blueblood, she nickered with a smile. She’d enjoyed tweaking that snob of a unicorn Royal since they’d first met.

Then she got to the photo caption, and her eyes and nostrils flared. WHAT?

The caption identified the wolf as “Ardi, new envoy from the Northern Forest wolf packs” and the not-quite-alicorn/not-quite-insect as “Vespid, Princess Celestia’s tame Changeling Queen.” A chittering growl echoed from her throat.

She looked around to see some nearby ponies eyeing her. She realized what she’d done and thought quickly.

“My apologies,” she said, making sure to insert a hint of a rasp into her usually silken voice. “I have a bit of a cold.” That seemed to satisfy them. The last thing she needed to do now would be to draw attention.

“Fleur! I say, Fleur!” A stallion’s voice called to her from the other end of the car, in a cultured Canterlot accent. Yellow Jacket recognized the voice from the reception, and hissed under her breath as its owner came past the other passengers, pedicured hooves softly thudding against carpet.

“Fleur, love, whatever is the – oh!” She looked up to see a white-coated unicorn stallion in an expensive suit, cerulean mane as perfectly coiffed as those of any Canterlot noble’s, but the apology he spoke sounded far more sincere as he said, “I do beg your pardon. For a moment I thought you were somepony else. Except for your coloration, the resemblance is uncanny.” His eyes flicked down to her flank, a monocle levitating up before the left one. “Even your cutie marks appear similar at a distance, but now I see yours is three wasps in flight, not three lilies.”

“Lady Fleur de Lis, you mean?” she asked, keeping a professional smile on her face as she shivered within. “I’m often told I resemble her. It must be the Saddle Arabian bloodline.” Of course I resemble her; it’s deliberate.

“However, I don’t actually know the mare. My thanks for the complement, however, good sir…” She hesitated, bracing herself as the car leaned and wheel flanges squealed around another curve, then her eyes widened as she connected stallion and name from the reception line. “Lord Fancy Pants?”

“Well, yes,” he said. Leaning close, he added in what she would have called a conspiratorial tone from anypony else, “But please, do keep it quiet, young mare. I’d like to travel without an entourage for once. Fleur and I would appreciate some time to ourselves.”

“I understand,” she whinnied with a smile; inside, she tried to remember what she knew of this unicorn. Fancy Pants. Along with that retired fashion-model wife of his, lead stallion and mare of Canterlot’s smart set. Born a commoner, raised to the peerage by Celestia for his achievements instead of inheriting everything like Blueblood. One of maybe a dozen nobles in Canterlot the Sun Princess found not just trustworthy and honest, but intelligent enough to respect for it.

And if he was that smart, she wanted to avoid him. In Secrecy lies Safety…

A light from the outside and below lit up the interior, casting monstrous moving shadows onto the ceiling. The chuffing of steam drowned out the stallion’s voice for a moment as the train looped under its own tail; for a moment, the smell of coal smoke filled the car.

Yellow Jacket shook herself as she realized that Fancy Pants was still talking to her. “I beg your pardon, but what did you say again?”

“Just wondering why you were going to Manehattan, is all,” the stallion said over the scream of wheel flanges on rails, bracing against the new curve. “Fleur and I are traveling to Manehattan for the Spring Fashion Show. One of the patrons, you know.”

“No, I didn’t…” So much for avoiding him…

“I expect you’ll be there, then?” He paused and then added, “I also doubt there’ll be any trouble with Changelings, either.”

She jerked her head up, golden eyes wide. “H-how do you know I’ll be there?” She bit her tongue. Idiot! Why not tell him the real reason, as well?

He looked at her through his monocle as she recovered.

“Y-yes, I-I’ll be there, thank you, with one of the smaller houses, but… How did you guess?”

He smiled again, and she caught a trace of self-satisfaction from him.

“Well, I didn’t quite guess…”

“Now he gets to brag,” a Fancy-accented mare’s voice added as its owner stepped up to Fancy Pants’ side – the last unicorn Yellow Jacket wanted to see (except maybe for Blueblood), a recolored twin of herself. Tall as Luna, slim and white as Celestia, cascading mane and tail tinged with pinks and lavenders; nude as any Ponyville pony, three Fancy-stylized lilies on her flanks.

Yellow Jacket kept silent, her face impassive, tasting the surge of dual emotions as the one and only Fleur De Lis gave Fancy Pants a quick nuzzle and cheek-nibble before continuing.

“Dear, don’t bore the young lady. Not every pony needs to know about your guessing games.”

“My dear,” Fancy said to his lady, sounding almost hurt, “I don’t guess, and as for a game, well, I have to find some way to keep my wits sharp.”

He turned his muzzle back to Yellow Jacket and continued.

“Your general destination isn’t hard to determine, given that this is the Canterlot Limited to Manehattan. Your specific one I could surmise from the way you’ve been pacing this car, catching sight of yourself in mirrors, and calmly ignoring the attention of some of the more, ahem, fascinated stallions.” He swept his hoof, indicating the other stallions in the car – two earth ponies and one pea-green unicorn – watching the two statuesque mares. Now that she noticed, Yellow Jacket felt her hunger pangs return at the feel of their desire.

Fancy Pants added, “Your build and demeanor is one with which I am very familiar, that of a thoroughbred fashion model.”

Fleur draped her neck over his, rolled purple-lidded eyes.

“You carry yourself with great poise, maintain an awareness of your appearance that suggests concern but not vanity, and are obviously used enough to male notice that it doesn’t register on you unless you’re spoken to directly.” He smiled and levitated a folded newspaper from the side table. “That and you carry a Manehattan newspaper open to the page dealing with the Spring Fashion Show and have circled both the address of the show and a smaller article beside it dealing with the removal of the Changeling Detection lanterns, and seemed quite concerned when you did read it.” He sat back. “From there it became obvious.” Beside him, Fleur swept her tail up to give him a playful swat.

Yellow Jacket looked up at him, stunned more than she let show. Celestia said he was smart, but this!... She gathered her wits and said, “True on all accounts, sir. I’m heading to the show, I’ll be modeling for the House of Rarity, Carousel Boutique, Ponyville.”

“Ah, Rarity. I remember her from the Canterlot Garden Party. So she did make it in! I never doubted she would once her fashions got the recognition they deserved.” Fancy looked honestly pleased to say it. “Oh, my dear, I don't think I got your name?”

“No, and I am afraid I must be going, sir,” she nodded politely, thinking, and you won't be getting it, either. Not my real one, anyway. “I'm Yellow Jacket, from South Side...” At least until “Aunt Luna” donated Blueblood’s estate in the Ravine… “And I'm... new, to being a model. This will be my first time ever in Manehattan itself, really.”

“Really, dear?” Fleur said, undraping from her stallion and stepping forward to take a closer look at her. “You carry yourself very well for somepony new to the profession. But having been down the catwalk myself, I might be able to share, ah, a few pointers on what to expect. The industry can be… rough… on new models. And Manehattan can be a large and confusing city for a new visitor, even one used to Canterlot. Maybe later at dinner, in the dining car?”

“I wouldn't want to put you to any trouble,” Yellow Jacket said, hoping to avoid this, as she rose to her hooves, picking her things up from the side-table with her horn. Her hopes faded as Fleur stepped beside her and spoke.

“Dear, no trouble at all!” Fleur said, her voice mingling concern and amusement. “Fancy and I have no prior engagements, and I think we'd both enjoy helping somepony who'll be working with Rarity. Oh, unless you have something arranged?”

“Not at all,” she found herself saying before she could think about it. Like it or not, she needed some “native guides”, and if these two could help? “It would be my pleasure.”

Fancy Pants walked off past both the mares, presumably headed for the stateroom he shared with Fleur. She followed him, calling back, “It's settled then. Ten-thirty in the dining car. The Limited normally starts serving at ten, after leaving Colton. We'll be expecting you. I’m very much looking forward to our chat.”

“As will I,” the yellow-and-black mare said after them, hoping that would turn out to be the last she'd see of those two. Not bad ponies at all, but the fewer who even might guess what she was about, the better. In Secrecy lies Safety…

The windows beside her went from moonlight to black as they entered another tunnel, the rumble of the wheels echoing through the car as the air went foul with warm damp coal smoke.

Ka-click, ka-clack; ka-click, ka-clack…

Pegasus trackflyers scouting ahead, the Canterlot Limited sped south down the valley from the railhub of Colton – now behind a high-stepping Ten-Wheeler with additional express and mail cars. Almost a furlong forward of the observation/lounge car, Yellow Jacket sat with the two unicorns in the train’s dining car. Now that they were out of the mountains, the train’s acrobatics were over; except for the rumble of wheels vibrating the floor and the rhythm of the rails, they could have been in a Canterlot restaurant.

“Dear,” Fleur said, “Even if you are going to be working as a model, you have to eat something.” Beside her Fancy Pants looked up from his own plate of Cauliflower Restelle with alfalfa soufflé and nodded at his lady’s words. The white mare looked at her own sleek flanks and smiled. “I'm not ashamed to say, one of the reasons I stopped being a clothes horse was so I could have a real meal once in a while. Some models even drug themselves to maintain their figure.”

“Oh, I had something very filling before,” the yellow mare said, horn glowing as she levitated a melon ball from her plate. “Something light will do quite fine for me until I reach Manehattan. I don't wish to be unsuitable for Miss Rarity, after all.”

“My wife is right, young lady,” Fancy said. “You'd do better to have something now. They keep you busy at that show. Between the run-throughs and backstage quick-changes and after-hours events, you may be fortunate to have time to sleep.” He looked ready to say more, but Yellow Jacket waved one forehoof.

“Thank you, but really, I ate quite well before leaving Canterlot.” And you don’t need to know the details. Especially that I’m feeding off the two of you right now. And off that grey-hooded griffin across the aisle whimpering inside over the meatless menu. And those three young stallions with what has to be their mother at the other end of the car who’ve been giving us the eye since we got here…

Since sitting down with the thoroughbred couple, she’d made sure to clamp down on any sign of her unease. She’d noticed how Fancy seemed to catch everything without even trying, and his lady Fleur seemed scarcely less observant. The last thing she wanted was to give them any grounds for suspicion. And the glowgem lamps lighting the dining car like Changeling Detection lanterns didn’t help.

Wanting to change the conversation, she said with a flutter of long-lashed eyes, “Lord Fancy Pants, Lady Fleur De Lis, you were saying something about what I need to know about Manehattan?” Grinning inwardly, she made her golden eyes go wide and said, “Is it a very dangerous town? I've read several magazine articles and columns in the Canterlot papers about the pony and minotaur and Diamond Dog street gangs in parts of the city.”

“Oh, dear lady!” Fancy smiled and snorted. “Many of those tales are either pure fabrication or rather vast exaggerations. Myself, I visited Appleloosa a few years back and was warned by all my friends at Court that if I so much as looked crossly on any local pony, they would call 'Draw!' and I would be attacked in my tracks. And the tales they told of the 'savage buffalo'!” He shook his head. “I found them both to be among the friendliest and politest of beings.” He frowned, and his horn glowed as he brought out a folded paper from a jacket pocket. It unfolded to reveal a small map of Manehattan, with various sections of the city in different colors. “It has its rough neighborhoods; I would not care to wander certain sections of the docks alone, especially after dark. But most of the city is perfectly safe, especially the area around Dressage Hall.”

“Dressage Hall?”

“The site of the Show for the past twenty years,” Fleur answered with a shake of her mane. “On the edge of the Garment District, near Bridleway and Saddleback Center.”

I should have known that, Yellow Jacket thought. But I’ve never been outside Canterlot.

Horn glowing, Fancy Pants slid his platter and glass aside and set the map down between them. She didn't fail to notice his skill. He wasn't on her level, but he used his horn's magic for more than brushing his coat. And his map looked more detailed than her own.

Down the car, the older mare ushered her three sons out the door to the rest of the train; the three young stallions couldn’t take their eyes off the two elegant unicorn mares. Yellow Jacket gave them a send-off, fluttering her long lashes and caressing her flank with a sweep of her tail, drinking in their flared-nostril reaction.

“Does something catch your attention, my dear?”

“Oh!” Yellow Jacket looked back to see both Fancy and Fleur watching her with curiosity. “I was just looking for where the show will be held, the theater district, and the, ah,” what do the ponies call it again? “The island with the 'amusement park'?”

“Pony Island,” Fleur whickered.

“Want to try and take it all in one trip?” Fancy said with a chuckle. “That may be difficult if you'll be at the show, provided they still do their usual morning and evening schedule.”

“Especially if Prim Hemline is still running the show operations.” Fleur rolled her eyes. “That mare could teach griffins about intimidation.”

Both mares looked up to see Fancy with one eyebrow raised behind his monocle in a rather obvious may-I-continue? “Oh, dear, forgive my interruption.” Fleur smiled when she said it, glanced at Yellow Jacket. “You really should forgive him, these young stallions can get so impatient.” The yellow mare could feel the little spike of love between them. This must be an old game with these two. Not that I’m complaining.

“Of course,” Fancy said with a slightly crooked smile. “I bow to your superior knowledge of the industry, dear. But then, an older mare would know these things.” Fleur's ear flicked back in mock annoyance as he floated a skewer over to use as a pointer, indicating a point south of the large central park, close to the center of the island city.

“Grand Central Station, where we’ll be arriving tomorrow morning.” The skewer/pointer moved south. “Dressage Hall, by the Garment District. This is where the show will be held. Right next to Saddleback Center; you really should visit the Rainboom Room atop 30 Back; best view of the city other than the Equestria State Building, plus five-horseshoe cuisine from every part of the realm.” A sweep north up a major boulevard, back towards the park. “42nd Avenue, the main row of four- and five-horseshoe hotels. The Manehattan Royal, the Mane Fair, the Sun’s Rest, the Moonhaven, and all the rest.” Fancy looked up at Yellow Jacket. “Fleur and I will be staying at the Sun’s Rest, near Central Park.”

“I’ll be at the Royal.”

“Excellent! A short carriage ride if you want to visit us, young lady. And closer to the Theater District; we’d enjoy your company when we take in Rescue at Midnight Castle on Bridleway. I understand it has some of the best reviews from across Equestria. Been drawing record-setting crowds.”

Yellow Jacket’s ears came forward. “Record-setting crowds? Theater district?” From personal experience in Canterlot she knew of the emotions that could be raised by a skilled performance. “Perhaps I will accompany you, if that's acceptable. It's been years since I've seen Midnight Castle.”

“Well, that’s settled then!” Fancy smiled, lifting the map from the table and folding it in mid-air. “So you can see, it was good fortune we met on this train. We'll be seeing you in Manehattan; and please remember us to Rarity and her Ponyville friends as well!”

“I believe it was indeed, Lord Fancy Pants. And I'll be sure to mention you to them. I'm sure Rarity will be delighted.”

A soft whinny came from the white unicorn. “Perhaps before Manehattan.”

Both horns inclined towards Fleur.

“The Limited normally pulls into Grand Central around eleven in the morning,” she whinnied. “The dining car opens for breakfast around seven, well before final approach; meet back here at eight?” She looked at the yellow twin of herself. “First time at Dressage Hall is no place to solo Manehattan. Especially for somepony new to the industry.”

Ka-click, ka-clack; ka-click, ka-clack…

Halfway between the dining car and the observation/lounge car, Yellow Jacket stepped into her sleeper compartment. Locking the door behind her, she checked the compartment’s turned-down bunk and her minimal luggage under the facing shelf. Nothing disturbed; not even the maps and Manehattan gazeteer on the shelf. Her horn glowed as she drew the window drapes aside for a moment and stepped over to the small window.

Outside, Equestria went past, silver-blue under Luna’s moon; open country, no sign of ponies except for the occasional light in the distance, halfway to the moonlit hills on the horizon. Nopony within sight. Letting the drapes fall back over the window, she sighed and let the golden fire consume her as she resumed her true form. Perforated golden mane and tail and horsefly wings and saddle carapace, glowing gold dragon-eyes, ebony chitin perforated with holes everywhere else. And behind her horn – now like a saw blade with half its teeth snapped off – the bioluminescent “crown” of a Changeling Queen. With a shake of stringy gold mane, Queen Vespid uncapped the compartment’s glowgem lamp and settled onto the bunk. Pulling up the folding desk/table from under the shelf, she spread out the map and floated over a quill.

Several days ago in the Sun Palace, after the reception ended and Princess Celestia showed her to a windowless conference room near the reception hall for a more – private – meeting. The Palace staff brought the leftover cake from the reception, a sign they might be secluded for some time.

“Queen Vespid,”the Alicorn Major began, shining like full daylight in the glowgem-lit room. “We need to know how many Changelings remain in Equestria, both Hives like your own and survivors from Chrysalis’ swarm.”

She floated the first helping of cake over to herself; Vespid lounged on one of the pallets around the table, still gorged on the emotions of those idiot thoroughbreds from the reception.

“Simply put,” Celestia said as she started on the cake, “I want you to seek out any remnants of the Changeling Hives.” Vespid sat upright, her eyes wide as the Sun Princess continued.

“If any are hiding, I wish them to know they no longer need to. They can live openly in Equestria, in Harmony with my little ponies under the same dispensation as you and your Hive in Canterlot.” Celestia smiled. “And those wolf packs around Stalliongrad.”

The Sun Princess set her now-empty plate on the conference table, next to the remaining cake. Floating a stack of books before Vespid, she touched her golden-glowing horn to them; Equestrian script appeared on the paper.

“Royal Guard Intelligence reports on possible Changeling Hives, compiled over the past year. I ordered scouting expeditions to the Wastelands after Chrysalis’ attack. Her preparations had been – thorough. We found only dead Hives. No survivors.”

“You wouldn’t have. Any survivors would have hidden from you. ‘In Secrecy Lies Safety.’ It is the first thing a Hatchling learns in the Nursery chambers, when they’re first able to shape-shift.”

Vespid circled a spot on the north end of the island city, facing the ocean – Pony Island and its two amusement parks – Steeplechase and the newly-renamed Luna Park. Then the sites Fancy Pants had pointed out on his map – the hotels, the Theater District. All places where ponies would congregate, emotions run high – and any Changelings would come to graze.

She floated the Gazetteer over from the shelf, flipped through it, marked some other parts of the city – parts listed in the guide as “Do Not Go”. Six Points at the south end, near “The Battery” – like Canterlot’s South Side, but larger and rougher. The docks and waterfront warehouse district on the West Side, and the other matching waterfront on the mainland, across the Two Sisters Bridges. Not as large herds as some of the other attractions, but far more lively – Changelings could feed on violent emotions as well, and South Side’s dives had always been a grazing ground for Hive Vespid. Until Chrysalis.

“Chrysalis –” Vespid chitter-snarled at the name, “– used our instincts against us. Changelings must belong to a Hive, and serve its Queen. Preferably their egg-mother, but any will do if their Queen dies or they are separated. When a new Queen enters the territory of another, the two Queens seek each other out and fight.”

“And the loser is exiled?”

Vespid looked at Celestia; darkness seemed to pass over her, rippling against her golden mane.

“No, the loser is killed. When one Hive Queen scents the pheromones of another, we fight to the death. Uncontrollably.” As in the Battle of Canterlot, when the scent of Chrysalis – Discord Take Her! – penetrated the depths of the Hive. “We go berserk and attack the rival Queen; it’s part of our nature, Discord’s curse.”

Vespid didn’t remember much after the first whiff of Chrysalis; only her drones and guards piling on her in the Royal Chamber of the Hive, holding her down to prevent their Queen from flying out to attack.

[Enemy! Invader! She seeks to take my Hive!]

[No, O Queen! She defeated the Ponies’ Hive Queen, she will kill you!]

Then the magic blast that ended the Battle of Canterlot tore through the Hive…

“That is why you will never see two Changeling Hives next to each other. In Secrecy lies Safety.”

Vespid looked again at the marked-up map. Over three times the size of Canterlot, Manehattan easily had room for three Hives. One at the north end, one at the south end, and one on the mainland, with Central Park and the inlet as buffer zones. And the Theater District, Pony Island, and the Waterfront as obvious prime feeding areas, well-separated. No need for any Queens to come into conflict.

“When a Queen dies, over the next few days some of her drones waste away to die with her, too attached to their late Queen to survive. Most live, and change their allegiance to their new Queen as they bask in her scent.”

“Should I encounter any Hiveless orphans, I would become their new Hive Queen,” Vespid said, half-wondering if she should reveal this, and half-certain Celestia already knew. “And a Hive needs to feed. The larger the Hive, the more often We feed.”

“You’ve already proven you can do so without causing physical or psychological harm,” Celestia responded with a smile, floating over another piece of cake. “Indeed, some young stallions and mares seem pleased by it, or so I’ve been hearing.” Then, more seriously: “But if they live in Equestria, then they are my concern and my responsibility as much as yours. Please, Vespid, as one reigning monarch to another,” the Pony Princess locked gaze with the Changeling Queen, “help me to do this.”

Vespid nodded. If any Changelings were out there, better they be brought into her Hive than wander as Hiveless orphans, possibly going mad without the empathic link to a Queen – or being swept up into the next Swarm Chrysalis.

And make sure any active Hives were accounted for, that no new Queens were hidden out there. Vespid didn’t need another Chrysalis storming into her rebuilt Hive to kill her and take over.

From her cover at the fashion show, she could check the feeding areas south of Central Park – the Theater District and maybe the show itself – for stray Changelings seeking a quick meal. And the scent and empathic feed of any active Hive. If she found them, make sure they understood that they didn't need to hide any more. That Chrysalis was either destroyed or gone so far away she'd never be seen again, which meant that they could join a new Hive and live in safety, and that Celestia and Luna would not harm them or any Changeling that wanted to live in Harmony in Equestria.

And she had that outstanding theater invite from Fancy Pants and Fleur…

I need a native guide dueled in her mind with In Secrecy Lies Safety. Secrecy hadn’t helped the Hives in those Intelligence reports. Not only Chrysalis’ trail of destruction in the Wastelands as she built her super-swarm, but the evidence of Hives within Equestria itself…

Hive Theda, which had run a couples’ resort on a coastal island for generations, feeding off their guests until they – and their last herd of guests – had been wiped out by a parasitic Dire Wasp infestation, becoming incubators for its eggs and fresh food for its larvae. The Royal Guard was still searching for the resulting Dire Wasp swarm before it could repeat the process elsewhere…

The nameless Hive wiped out by the Mount Gymkhana eruption near Vanhoofer over twenty years ago, leaving only carbonized traces in the pyroclastic flows and mummified husks in the lahar deposits. “We worked for days to clear the ash from the atmosphere and divert the flows away from populated areas,” Celestia had commented. “We never suspected anypony would be in their path…”

Recently-abandoned Changeling tunnels and chambers, traces of Hives that had evacuated and relocated when news of Chrysalis’ attack spread over Equestria, their present whereabouts unknown…

Fancy and Fleur… Those two had already been helpful, and might be not just helpful but useful later on, but she remembered how quickly Fancy figured out so much about her simply by observing. More, he'd once met her in her true form as Queen Vespid, when Celestia first introduced her in public. Until now she would have sworn that nopony could associate one of her shapeshifted alter egos with the real Vespid, but now she wondered.

If they can figure out who and what I really am, they're a threat. Not one to me personally, not any more, but In Secrecy Lies Safety. And ponies still fear Us.

And yet, part of her wanted to risk it. She'd heard so much about Fancy in the capital, before her secret came out and afterwards, about his ability to discern and deduce so much about others on sometimes the briefest of meetings. Rumor had it that once or twice he and Fleur caught out some criminal that way when even the Royal Guard failed, though both he and his wife played coy about it. And here on the train he’d demonstrated those rumors were true.

Should have had a magnifying glass as a Cutie Mark instead of three coronets…

Vespid smiled to herself, revealing jagged Changeling fangs. A dangerous asset. A challenge. For all that Changelings bragged among each other of their skills at deception, she knew that mostly they just played on the assumptions of others and did nothing more. She didn't want to simply spend this weekend fooling ponies she'd never seen before and never would again, not in the same form. She wanted to try herself, her skills and cunning, against a pony who might be smart enough to see through them.

And besides, if Fleur and Fancy could help, then they were assets to be cultivated. Besides, the love they felt tasted so wonderful... and blast it, she just wanted some time to herself to watch something entertaining in the company of ponies she could like!

And if they did help her find one or more of her lost folk at the play, wasn't that more than worth any time in their company?

And yet somewhere deep within her that old worm of fear and worry gnawed at her. And if they find out Yellow Jacket’s secret? In Secrecy Lies Safety…

Trackflyers scouting ahead under Luna’s moon, the Canterlot Limited pounded the double-track mainline towards Manehattan.

The First Day: In The Big Apple

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Chapter 2
The First Day:
In the Big Apple

“EEEP!” Fluttershy shrank down on the seat, pressing against Applejack as their crimson-and-gold landau shot across 42nd Avenue; the centerline tracks jarred her teeth with a Bang Ba-Bang! as the open carriage turned onto 42nd just ahead of an oncoming cable car.

“Fluttershy, darling!” Rarity called from the vis-à-vis front seat facing the two; as the buildings cut off the sight of Grand Central’s limestone columns and great train shed, the elegant unicorn’s magic pulled the pegasus back into her seat. “There’s no need to be so excited! This pace is quite normal for Manehattan!” Turning her head over the dashboard, she called down to the pair of earth pony stallions in harness. “Isn’t that right, gentlecolts?”

The cable car raced past them, bell ringing and grip-pony neighing something lost in the noise of the traffic.

“It most soitanly is, Lady!” the green-coated one in the left traces called back in a thick accent. Like his roan teammate, he wore the crimson-and-gold livery of the Manehattan Royal Hotel. “So tell your friends not to worry, we’ve done this hundreds of times!”

Rarity looked back to the intersection, at the drayage van following them from Grand Central; two more earth ponies, teamsters almost the size of Big Mac, pulled it through the turn behind the carriage. Another cab shot past, barely missing the carriage-and-van convoy, its cabbie snorting with flattened ears, “Hay, buddy, up yours!”

The two teamsters behind them answered with some similar neighs. Applejack whooped laughter to hear them; Rarity and Fluttershy both reddened, then the cab was past and they were clip-clopping down 42nd Avenue.

“Must we go so fast?” Fluttershy half whimpered in her fear. “Wouldn’t it be, umm, nice of us to let other ponies go first?” Applejack just laughed and lightly nuzzled the pegasus’ mane.

“Aww, come on, ‘Shy, live a little! Manehattan can be a pretty lively place sometimes. Ah wouldn’t give it up for the farm, but…” She looked off to the side, at the three- and four-story buildings lining the street. A cluster of taller ones – much taller – loomed ahead, against a sky filled with pegasi and the occasional griffin.

If Ponyvillle was thatch and half-timber and Canterlot was alabaster, gold, and turquoise, Manehattan was brick and brownstone and sidewalk newsstands and pushcarts and ear-flattening noise, smelling of pony and punctuated with limestone.

“Hay, Rares!” Applejack pointed with one forehoof at a facade of black marble amid the brick-and-brownstone, trimmed with chrome and Prussian blue. “Ain’t that the movie that got ya all bent out o’shape?”

Rarity craned her head around to follow AJ’s foreleg, froze as she recognized the ebon movie palace set with Lunar imagery. She read the large marquee as they passed:

Now Showing
Public Life of a Fashionista’s Sister

On the posters flanking the entrance, a larger-than-life face of a haunted-looking young unicorn mare against a blurry background looked back at them.

Fluttershy was about to say the mare on the posters looked so much like Sweetie Belle when Rarity answered in a voice as quiet as her own.

“No. It’s worse. It’s a sequel.” She drooped her head, amethyst mane cascading like a curly ribbon. “This is The Worst Possible Thing – why do they make those movies where we’re all axe murderers or the like?” She looked up at her two friends in the opposite seat.

“How could anyone suspect us of being anything other than the sweetest, the most honest, most generous – HAY! WATCH IT, YOU IDIOTS! GO JOIN THE WONDERBOLTS IF YOU WANT TO RACE THROUGH THE STREETS!”

A closed carriage rocketed past them, sending the landau jolting against the curb. Fluttershy squimpered, then the other carriage vanished down 42nd, two pegasi in the livery of the Manehattan Constabulary in low-altitude pursuit.

Rarity turned back to the carriage ponies. “Oh, dear! Are you all right? You didn’t get hurt by those lunatics, whoever they are?”

“We’re fine, lady,” the two assured her. Fluttershy watched them with professional concern as they started pulling back into the street, in good shape despite their spooking. Applejack stared back after the vanished carriage and snorted, her ears down.

“Yeesh! It ain’t even the weekend, what’re they carryin’ on for?”

A block later, they pulled up in front of another marquee, attached to a pony-made mountain of terracotta-trimmed brick, taller than the High Tower of the Sun Palace in Canterlot, craggy as a griffin aerie with setback terraces and light wells. Fluttershy looked up at the crags, toward the landing stages over thirty floors up where a pegasus chariot came in for a landing, fighting the winds around the tower.

She’d stayed in some hotels like it back when she worked for Photo Finish, but none so grand. That memory made her shiver. I don’t want to go through that again, but if Rarity really needs me…

“Please, sirs, if you would,” Rarity spoke to the carriage ponies. “As soon as my models and I check in…”

“You’re not one too?” The younger teamster said. When Rarity bent a smile on him, eyelashes fluttering, he blushed. “I thought youse were all in town for that fancy fashion show.”

“No, dear,” she said, her voice even warmer now. “But I do thank you for the compliment. And I am in town for the Spring Fashion Show. Perhaps I’ll have the pleasure of seeing you there?” The younger stallion looked poleaxed at the smile she gave him. His older partner just rolled his eyes. Then, in a much more businesslike tone, Rarity continued, “But as I was saying, if you would be so kind as to wait out here, I’ll be checking in. But immediately afterwards I’ll have to be going over to Dressage Hall for setup. And I would appreciate it so very much if you would wait for me here. Enough to add, oh say, twice the usual tip?” The tired stallions brightened considerably at that offer. They held themselves upright as though on guard duty at the royal palace. The drayage ponies looked slightly less pleased at the idea of having to haul half the contents of the van to the Hall.

“Thank you so very much.” Fluttershy and Applejack began taking their luggage down from the drayage van – saddlebags for them both, with Fluttershy mouth-carrying an additional overnight bag. Rarity followed, levitating her personal luggage onto the bellpony’s cart – half a dozen bags, the same number of hatboxes, and a couple full-sized steamer trunks.

The van remained two-thirds full; Fluttershy looked at it and remembered her modeling days. Okay; two outfits per model per day minimum, plus anything needed for repairs or last-minute inspiration on Rarity’s part, and emergency supplies just in case something goes wrong… Maybe I ought to be glad that Rarity packed that small a load.

“Yeesh, Rares,” Applejack said as more bellponies came out to help with the load, giving puzzled looks to the three mares. Fluttershy blushed; Applejack ignored it; Rarity took it in stride, batting her eyelashes at them as she piled even more luggage atop first their carts, then atop them. The stallions seemed to sway under the load, but they kept their hooves and started after the mares into the hotel as Applejack continued, “We’re just gonna be in town three ‘r four days. Ain’t no need ta go bringing yer whole fancy Boutique with you.”

“Applejack, please!” Rarity gave her a horrified look as they passed through the doors. The hotel lobby opened before them like the Gala Hall at the Sun Palace, two stories high, worked in marble and with copies of classic sculptures set in niches along the walls. Below the mezzanine balustrade, a massive desk of teak and ebony sat before them staffed with busy mares and stallions checking guests in as Rarity added, “This will be a fashion show. And while I just know that my ideas are utterly unique to me and that nothing will go wrong, in the unlikely chance that either disaster or last-minute inspiration strikes –”

Applejack whistled as she looked at the main desk and the towering painting of Old Manehattan behind it. Glowgem chandeliers hung high overhead, one getting a quick polish from a pegasus and unicorn maid working together.

“Hooee! This is one fancy Hay and Stay!”

Rarity winced from where she was signing them in.

“The Manehattan Royal is NOT a ‘Hay and Stay’!”

Fluttershy shrank from the sudden attention from all the well-dressed Manehattanites in the lobby, suddenly aware that she and Applejack were both nude as was usual in Ponyville; even Rarity was in a capelet-dress with matching saddle, blazoned with the sigil of Carousel Boutique – two elegantly-lashed eyes and a long curled ribbon-mane.

“Now then…” Rarity turned to her two companions, room keys and paperwork floating in her horn’s aura. “I’ll be heading to Dressage Hall with the van to get everything ready for tomorrow. You two can go upstairs and settle into the rooms – Suite 1401, fourteenth floor.” Rarity turned to leave but stopped to add, “Oh, and if a unicorn mare named Yellow Jacket – gold coat, black mane, cutie mark three wasps – shows up, let her in. She's staying with us for the show.”

“Just who is this here ‘Yellow Jacket’ anyway?” Applejack called after her, her voice echoing across the lobby and gathering more stares. Fluttershy eeped and stepped closer to AJ.

“She's a model, recommended by, ah,” Fluttershy wondered at the cautious look in Rarity's eyes as she dropped her voice, “by somepony we all know in Canterlot. She'll be helping us at the show while taking care of some, ah, private business here in Manehattan. “Please, dears, she’s with us; do be polite to her if she shows up!”

“'Course Ah will, Rares,” Applejack said, idly scratching behind her ear for a moment with one hoof. She examined whatever it was she'd found before flicking it into a nearby waste basket. The well-dressed ponies watching nearby shuddered in disgust and left hurriedly. Rarity's right eye began to twitch. “Yah know Ah'm th' friendliest pony around.”

“Of course,” she said, sounding hoarse. A somewhat strained smile spread across her muzzle as she said, “And Applejack, darling? One teensy little thing?” Her horn glowed; a bridle of purple magic closed over the palomino's muzzle, keeping her quiet while Rarity pressed her face close to hers and said in a whisper that Fluttershy strained to hear, “Please, please, for my sake, speak in the accent your aunt and uncle Orange cultivated in you! Models have a reputation for dignity, grace, and beauty. Speaking like a cowfilly is NOT a part of that.” Rarity released Applejack. AJ frowned at her. The white unicorn clasped her hooves together and looked at her pitifully. “I swear I’ll make it up to you.”

“Ah, alrigh –” Applejack broke off at Rarity's horrified look. “I meant to say, very well, dear,” Applejack said. “Only for you, though, and only until we return to Ponyville.” Fluttershy stared at her in shock to hear AJ, of all ponies, speaking like she’d been born and raised in one of the best neighborhoods in Canterlot or Manehattan.

“Applejack, I never knew you could talk like that. Not that there’s anything wrong with the way you normally talk of course.”

“Aw, it’s nothin’ –” Applejack glanced at Rarity and sighed. “I mean, it’s nothing, Miss Fluttershy. I had to take almost a year of elocution lessons when I stayed with my Aunt and Uncle Orange. I suppose some of it stayed with me.” The smile vanished from Rarity’s face as the palomino said, “But like Ah said, soon’s as Ah’m back in Ponyville, Ah’m talkin’ normal again for the rest o’ mah life!”

Apparently this promise would suffice for Rarity. The fashionista handed the room keys over before almost galloping back outside, hooves ringing on the imported lobby rugs.

Applejack snorted. “Come on, 'Shy,” Applejack snorted, indicating the bank of lift cages. “Let's mosey on up, Ah mean,” she snorted, “Let us see to our rooms.”

They and their luggage-loaded entourage entered the first lift on the left.

“Where to?” The earth pony operator asked as he levered the cage closed.

Fluttershy opened her mouth around her overnight bag strap, but Applejack beat her to it in fluent Uptown Manehattanite.

“Fourteenth floor, if you please.”

As the lift passed floor after floor, Fluttershy looked around at the ornate ironwork, her bag becoming heavier and heavier in her mouth. The bellponies stayed at the back of the lift, shifting a little to keep the piled luggage balanced. Fluttershy wondered if the youngest of them was watching her and Applejack with some fascination. She lowered her head, hiding a gentle blush behind her long pink mane. She'd never liked being a center of attention. Friend or no, why had she agreed to do with with Rarity?

Because she is a friend, that's why. And somepony has to be there for Applejack, she has no idea what modeling can be like...

“Fourteenth Floor!” the lift operator called out as they came to a stop, then mouthed the door-lever. The cagework opened with a crash and they trotted out, the carpeting soft and lush beneath their hooves; Fluttershy liked how it silenced their steps. The lightest-loaded bellpony pulled ahead, leading them down forking and twisting corridors lined with numbered doors.

The corridor ended at a door marked “1401”, a paneled one-piece with a transom top instead of the two-piece dutch doors of Ponyville. Applejack took out the key, gripping the broad handle in her teeth before inserting it into the room lock. It took a moment or two of working it back and forth, with frustrated snorts from AJ before it opened. Beyond lay a small vestibule lit by glowgem wall-sconces; two similar doors opened to the left and right.

“There!” Applejack’s ears rose back to their usual position as she entered the vestibule and checked the side doors. Both opened onto rooms, the one to the left with a massive canopied bed and the one to the right with two smaller beds. Looking back at the laden bellponies, she indicated the left door with a forehoof and said in her best Manehattanese, “Just bring everything in, gentlecolts. Everything marked with blue gemstones to the left, everything marked with apples or butterflies to the right. We’ll straighten it out ourselves.”

The two stood back while the parade of laden bellponies entered, heading through the left-hand door, building a mountain of steamer trunks and garment bags and luggage in Rarity’s room of the suite. Occasionally one would heft a small bag into the other room.

When the parade had finished, the two older bellponies turned to Applejack, who dropped several gleaming golden bits into their hooves. “From Miss Rarity and us. Thanks for all your help, it is so dearly appreciated.” The stallions turned to leave, all save the last one, the youngest with the cart. He had the typical earth-toned coat and mane of an earth pony. His livery covered his cutie mark; Fluttershy wondered what it might be. He stared at them in something like awe.

“Is there something we can help you with?” Applejack asked him. Judging by the look on her face, Fluttershy knew what AJ thought she'd hear herself.

“Beg pardon, miss,” he said in a slightly squeaky tone. So much so Fluttershy half wondered if he even had a cutie mark under his livery. “But... you're them, aren't you? Some of,” he gulped, “The Element Bearers?”

Fluttershy flushed bright pink. Applejack looked like she wanted to laugh out loud, but she kept it to a smile.

“We sure are,” she said. “That all?” Now it was the stallion's turn to blush.

“W-well, I just w-wanted t say, it's a real honor meeting heroes of Equestria like you.” Fluttershy wondered if her cheeks were on fire. The stallion said, “Annnd... if it's not too much to ask...” He reached his head back under his livery; when it returned, he bore a small black book in his mouth. Applejack just rolled her eyes.

“Oh, sure! Just hoof it over.” The stallion gave them the autograph book along with a pen, one thankfully lacking teethmarks to show use. “Ya want anythin’ in particular?” He shook his head so energetically Fluttershy hoped it wouldn’t fly off his neck. Applejack grinned and swiftly mouth-wrote her name in it. The butter-yellow pegasus followed suit and handed it back over. He took it back, his eyes alight with joy, and trotted down the hall to join the others. Only after she closed the vestibule door did Applejack snort laughter.

“Heh-heh! Ah sure never thought Ah'd be getting' fans, of all things!”

In the room to the right, Fluttershy shrugged off her saddlebags by one of the twin beds, set her overnight bag in the closet, then trotted to the curtained window wall at the end, beside the door to the suite’s shared bathroom. Grabbing the curtain baton in her mouth, she pulled the drapes back to reveal a small setback terrace, a miniature roof garden as well as a pegasus landing balcony.

Beyond the terracotta-trimmed parapet lay the western Manehattan skyline. Blue skies spotted with fluffy white clouds being herded by pegasi, more pegasi and occasional griffins flying the tall-building obstacle course – Fluttershy shuddered as the thought of the updrafts and downdrafts and wind gusts and resolved to stay on the ground as much as possible. Obstacle courses scared her, ever since flight school with Rainbow Dash.

The terrace faced due west, over a sea of slate roofs; beyond them rose the masts and spars of ships docked along the West Side Waterfront. Beyond them, the smokestacks and coal-smoke plumes of the mainland industrial district – not as gloomy as Fillydelphia’s Magarac steel mills, but still far too Big City for her.

“Nice view,” Applejack’s voice came from behind her. “Ah gotta, I mean, I simply must remember to visit Aunt and Uncle Orange while I'm in town.” She frowned. “Better check on Babs too, and see how she's doing. I promised Applebloom I'd speak to her about how everything went between the CMC and her when she visited a little while back.”

“Oh…” Fluttershy looked around. “There should be a… voice tube by the desk.” She pointed a butter-yellow forehoof. “It should connect to the front desk, and a hotel like this should have a messenger service; you could send a ponygram by pegasus courier.”

“But first, we better sort through all that stuff in Rares’ room.” The palomino earth pony started out the door to the vestibule. “Come along, ‘Shy.”

In the other room of the suite, the pegasus and palomino looked at the near-wall of luggage. Most bore the three blue diamonds of Rarity’s cutie mark or her sigil for Carousel Boutique, that exquisite mane-curl with long-lashed eyes.

Applejack opened one she remembered from Rarity’s packing frenzy two days before and looked inside. Fluttershy joined her to marvel at all the frills and lace.

“Why do we have to wear all the fancy duds?” Applejack said with a snort as she gently removed a white leather saddle inlaid with diamonds and sapphires. Fluttershy thought it looked magnificent. “I never did like dressin’ up fancy, 'cept when Ah gotta. Couldn't Rarity just show her own fancy clothes off herself?”

“Oh, no! Not at the Manehattan Spring Fashion Show!” Fluttershy fluttered up before Applejack to get her attention. “Rarity will need to keep an eye on the other Houses’ ensembles and designs; she’ll probably be doing last-minute alterations depending on what looks they present. She needs us.”

“Hold on there, sugarcube! Don’t the show have their own models?”

“Oh, no!” The pegasus’s eyes went wide, like a jacklighted deer. “This is her first time IN the Show; it’s important to her that she brings her own in-house models; all the major fashion houses do. And I…” she drooped her head and blushed “…have name recognition, from… my own time on the runway. She has to make an impression, and she always said that you,” Fluttershy blushed even more, “You were the loveliest mare in Ponyville, except for me. At least you would be if you took better care of yourself, and –” She broke off a little late.

“What?” Applejack said. “Ah take GREAT care o' mahself!” She lifted first one back leg and then the other, muscles rippling under her golden coat.

“That's, er, not quite what she meant.”

“Whatever,” Applejack grumbled. She set the saddle back and took something else out. A fringed rodeo jacket set with spinel, polished amber, and other golden and yellow gemstones. The soft brown of the jacket matched her hat perfectly. Fluttershy remembered it originally being white, Rarity offering to make a new matching hat for Applejack to wear, and the palomino's stubborn refusal. “Say, ain’t Rarity supposed to have somepony else showing off her fancy-schmancy duds here at the show?”

“Oh yes, she's getting help from a model named Yellow Jacket. A unicorn from Canterlot.” At Applejack's suddenly wary look, Fluttershy added, “Oh, she's no noble. And Rarity told me that Princess Celestia recommended her.”

“The Princess? She must be okay, then.” The palomino relaxed. “Ah guess a model couldn't be near as nasty as some o' those nobles, anyhow.” Fluttershy gulped at Applejack's words. She remembered just how nasty some of Photo Finish's models could get. If not for the favor she owed Rarity due to her hiding That Wolf out in her shop, her home, her form, a while ago, she would have never agreed to this no matter how her best friend begged on Spa Day.

Up on that stage... In front of everypony... Everypony watching me...

# # #

“Lady, you can’t take your stuff in and set up yourself. Guild rules.”

Rarity had heard horror stories about the Manehattan Teamsters’ Guilds. Now, at the delivery entrance of Dressage Hall, in the shadow of Saddleback Center, she was living one.

“Now, gentlecolts,” she said, turning on the charm to the four-stallion herd of large earth pony porters, “there must be some accommodation for a pretty mare who’s new to the city.”

“Only what youse can carry on your own,” the unmoved forestallion replied, pointing a forehoof at Rarity’s mountain of steamer trunks and wardrobe cases. “Without magic. Anything else, it’s bits. Up front.”

It’s not the bits, it’s the principle, she thought, wishing she had Fluttershy with her to use The Stare.

Rarity stamped a forehoof. “Now, gentlecolts, I can understand you insisting on a tip, and I’m normally quite a generous tipper, but this has gone from tip to shakedown –”

“Is there a problem?” a mare’s voice interrupted in a no-nonsense tone. A plain-looking mare, an ocean-grey earth pony with a short-clipped pink mane and a scissors-and-thread cutie mark, in a lavender blouse and bib cravat of silk lace. Beside her, a mulberry-blonde unicorn in crystal-trimmed glasses levitated an overflowing clipboard.

The porters shrank before the new mare’s gaze like Fluttershy before a dragon; even the forestallion’s ears dropped.

“Uhhhh… No, Miz Hemline, we’re just –”

“About to assist me in taking my inventory and Spring line backstage for setup,” Rarity finished the sentence, with a look at the now-sweating forestallion.

The earth pony mare turned her gaze to Rarity, who suddenly understood what Fluttershy’s Stare must feel like. “And you are?”

“Rarity of Ponyville,” she blurted out automatically, “owner and designer of House of Rarity, Carousel Boutique.”

The unicorn aide flipped through her clipboard, showed it to her boss.

“Ah, yes, the new House,” the obvious lead mare said to nopony in particular, then her lavender eyes were burning into Rarity again. “As the show’s most junior House, you’ll be in Room 57, in the back. Take care, it’s easy to get lost back there. Really should hire some minotaur guides…”

“And you are?” Rarity squeaked.

“Prim Hemline, show director and emcee.” The mare turned back to the Teamsters. “What are you waiting for? Assist her to 57.”

The parrot-mouthed mare was right; the hall needed minotaur guides for their backstage labyrinth. Corridors branching off corridors, arrows marked on their hardwood floors for navigation, lined with numbered doors bearing tacked-up sigils of fashion houses and cutie marks. Hoity Toity, Photo Finish, Finest Silk, Pommel, Polomare, all the big names of Equestrian fashion.

Other ponies, both Hall porters and others in the liveries of the various fashion houses crowded the labyrinth, bearing crates and wardrobes and other equipment in a maelstrom of action. Among the frenzy, occasional models explored the maze, checking the layout and making sure where their House’s dressing and workrooms were.

Hauling a wheeled wardrobe case beside the Teamsters, Rarity kept her eyes on the elegant mares, their manes and tails and backstage casual wear as elaborate as her own. She was in her element now, among her peers, the Thoroughbreds of fashionistas…

Then the procession stopped at a door numbered 57 and marked with the Carousel Boutique sigil. The forestallion stepped forward with key in mouth, unlocked the door, and dropped the key in Rarity’s neck-purse.

“Here ya are, lady. Number 57.” Then without a word the Teamsters dropped the entire mountain of baggage in the corridor before the door and left without stopping for a tip. “You’re on your own.”

Rarity stood there for a moment as the four porters disappeared, staring at the pile of trunks and cases and baggage all but blocking the corridor. Just as she levitated the first wardrobe case, a Fancy-accented mare’s voice she vaguely remembered from the Canterlot Garden Party came from behind her:

“You look like you’ve just had The Prim Hemline Experience. That mare could teach intimidation to dragons.”

Turning to follow the voice, Rarity saw three unicorns coming up the corridor; a white-coated stallion with blue mane and tail in suit, vest, and monocle between two statuesque mares whose near-identical appearance whickered supermodel. One with pale pink, almost white coat and cutie mark of three stylized lilies; the other her twin recolored in gold with black mane and tail with three wasps in flight on her flanks – the unicorn she’d been hoping to see.

“Why, Rarity!” Fancy Pants stepped forward and bowed his head in polite greeting. “Wonderful to see you again, dear! It's been forever, since the royal wedding, wasn't it? I trust everything's been going well for you and your friends in Ponyville, and that charming little sister of yours. She's Sweetie Belle, I think?” He turned to Yellow Jacket. “See, I thought we'd find her here.”

“Miss Rarity,” Yellow Jacket said, stepping forward and bowing her head slightly. Very slightly. “I am sorry if I made you wait.”

“Oh, don't blame her,” Fleur cut in. Amusement bubbling in her voice, she said, “My stallion here,” she gave Fancy a gentle nip along his mane and smiled when he blushed, “and I made her acquaintance on the trip from Canterlot. She fascinated him, and once somepony or something fascinates him he simply has to discover all he can about it or them.”

“So good to see you dear. I trust the trip was, ah, uneventful?” Rarity said to Yellow Jacket, remembering the “for your eyes only” message from Princess Celestia about her – by incognito Royal Courier instead of Spike-o-gram, written with the royal “we”, signed with Celestia’s formal title and full reign name:

Queen Vespid will be in Manehattan at Our express request… Her cover identity will be a unicorn named Yellow Jacket, modeling for your Boutique… Extend her all possible assistance.

Her Immortal Highness,

Celestia Solaria Invicta

The “unicorn” smiled and nodded. Rarity turned to Fancy Pants and Fleur. “And thank you for minding her. Yes, everything is going well in Ponyville. No monster attacks for almost a year now. Oh, save for that trouble with the dragon a while ago.”

“You mean the one after the wolf disguised as you?” Yellow Jacket said innocently. “I understand he looked so much like you. How can we be sure you're Rarity?” Fleur and Fancy looked amused, Yellow Jacket grinned. Rarity cut her a glare.

“I will proceed on the basis that this mare is indeed Lady Rarity Belle,” Fancy said. “Said basis being, she worked magic which we saw, while the wolf didn't, and her magic had the proper coloration.” Fancy smiled at her. “That and you have the manners and poise that only an education at a Canterlot finishing school can provide. And lastly, I saw Ardi fulfilling his diplomatic duties in Canterlot before we left.”

“Oh yes,” Rarity said, smiling at Yellow Jacket as inspiration struck. “I understand you hosted a party for him and Princess Celestia's Tame Changeling Queen as well, didn't you?” Yellow Jacket glared, the pupils of her eyes slitting for an instant, before acknowledging it with a tight smile and nod. More seriously, Rarity added, “That was rather decent of you, sir. I understand neither of them has had a pleasant time of it at their duties.”

“It's been difficult, but they bear up nobly,” Fancy said. Another pair of Teamsters hurried by, rolling racks of dresses bearing Photo Finish's camera-flash sigil. Looking first at Rarity's pile and then around, he said, “Perhaps Fleur and I can offer some small assistance with setup? Things seem to be a bit busy here.”

“Oh, no need,” Rarity began automatically, then she looked again at the pile of baggage. “Er, perhaps it would be best.” Four horns glowed with magical auras, and the first four pieces – two wardrobes and two steamer trunks – levitated from the pile.

Rarity was first into the dressing/workroom. It was small, with a dressing table and glowgem-lit vanity mirrors for three models, an even smaller attached bathroom, show schedules and instructions tacked up on the walls, and barely enough room for her supplies, equipment, and workspace. She looked around in dismay, then caught Fleur’s eye as the retired model came through the door.

“You will have to hurry when you dress your models, especially if you perform any last-minute alterations,” she warned after a quick look around the room. Rarity slid the two wardrobes upright against the wall, opening them to reveal hanging racks of Rarity Originals as Yellow Jacket and Fancy Pants floated in the first two trunks. Then more. Then even more, with Rarity galloping around trying to figure which went where along the plastered walls.

Gawkers stopped in the hallway outside – models and show staffers staring as though poleaxed at the famed Lord Fancy Pants of Canterlot doing drayage for a one-mare junior House. Rarity didn’t bother hiding her smile from where she was setting up her hoof-treadle sewing machine and repair/alteration supplies.

Close to an hour later, the last trunk had been brought in, broken down, unloaded, and stowed against the wall, stacked with the others. Every piece in its proper place to Rarity’s satisfaction.

Fleur gave a scan around the room, indicated the dress-heavy wardrobe racks with her horn. “Make sure those are back in the wardrobes and closed when you’re gone,” she added in a warning tone, “And be sure of the locks on everything you leave here at the Hall when you're gone. They have security, but that won't stop any determined espionage or sabotage.”

Rarity's surprise must have been obvious as Fleur continued, “Oh, yes. It happens. Back when I was on the catwalk one House had their entire line ruined when somepony opened their crates and poured acid over everything they brought. Their entire line ruined – a whole year's work. Led to quite the neighing battle backstage between the victim and the accused.” She winced and shook her head, mane rippling. “I got too close and lost a chunk of mane to somepony's teeth. And they noticed Fancy Pants helping you. They know you're serious competition now.”

“I certainly intend to be,” Rarity said. She rechecked the locks on her cases, both physical and magical. Fleur watched with a frown. “Oh, is something wrong?”

“Those locking spells aren't the best,” she said. “Here, let me.” She bent her horn to the lock on the main crate, filled with bolts of fabric. “Use your magic along with mine, and it'll recognize you later. Else you'd need a specialist in wards and protections to open them for you.”

“And Prince-Consort Shining Armor is busy up near the Arctic,” Fancy Pants added.

Rarity set her head alongside Fleur's. For a moment she saw that pale purple eye so close, caught a whiff of familiar flowery perfume the same as her own. Then two horns glowed as one. Rarity watched closely, but she soon recognized that Fleur's skills were no empty boast. She'd learned much about magic from Twilight, and it was enough to recognize that despite her cutie mark Fleur's skills in magic were not minor. The spell wove in and around itself and the physical lock, and she caught a glimpse of her own magic 'signature' in with it. And it was done.

“Try it,” Fleur said. Rarity did, first without magic. The crate stayed shut. Rarity gave a small nudge with her magic, and it opened easily. Fleur looked pleased. She and Rarity repeated it with the other cases, then the wardrobe racks. “There,” she said when they'd finished. “Not perfect, somepony could always cut their way in, but that'd be too noticeable to ignore.” She stepped back and took a deep breath. “My uncle would be pleased, at least. He refused to let me go to modeling school until I 'knew an honorable trade'. He always said that we of Prance,” she looked at her cutie mark, “must strive to be the best at whatever we do, be it modeling or working as a locksmith and setting spell-wards for the Thoroughbreds. And always, be graceful.”

“Now dear,” Fancy said. “You always tell me when you say I'm lecturing ponies.” She pretended to look abashed, but her smile gave it away. Fancy turned to Rarity. “Oh! I should add, part of the reason we're in town is to take in Rescue at Midnight Castle at the Hippodrome; I understand it's considered the best performance and cast in decades. Audiences love it. I already invited Miss Yellow Jacket to join us later,” the mare looked pleased; Rarity wondered if she simply looked to feed on the audience's emotions, or if she expected to find Changelings there; “and she said yes. Of course, as she'll be with you, then I simply must invite you and your associates along as well.”

“Oh, you're too generous,” Rarity said as they all filed out of the now-ready room and both white unicorns locked the door. “But there's so much work I need to do this show.” Besides, I've seen that story a hundred times already.

“But I do thank you –”

The one stallion among three mares raised his monocle. “Did I mention that Audra von Adler is playing the lead?”

“Audra von Adler?” Rarity stopped in mid-gait, her eyes wide. “THE Audra von Adler? The one the critics call, 'the second Filea von Herzog'?”

“The very same,” Fancy Pants said. “Oh, and if you're on the way back to your hotel, perhaps we can give you a lift there in our carriage? Where are you staying – ah, the Royal? Fine place, that. I understand Audra stays there herself. Well, let's be off, then.”

Rarity agreed, though she wasn't sure how she got the words out. Her mind was awhirl as she followed the other three unicorns through Dressage Hall, from the chaos of the backstage labyrinth to the main backstage ready room to the Discord-level chaos of the Main Hall.

Tools hammered and magic glowed as earth pony/unicorn construction crews set up the runway from backstage into the center of the Hall; above, pegasi hung banners of fashion houses from the ceiling between the great chandeliers as for a Royal Reception; Rarity looked around in vain for hers.

The runway ended in a promenade around a turntable, similar to the one at Rarity’s debut show in Ponyville. AKA the Gala Dress Disaster, when she’d messed up bad right in front of Canterlot industry bigwig Hoity Toity. Her eye twitched at the memory – her Walk of Shame down the catwalk in front of all those ponies – including Hoity Toity, whose review could have broken her for life – followed by three days upstairs at the Boutique, locked in her bedroom having a breakdown.

The flashback didn’t lift until they were through the Hall, through the lobby, and boarding a finely-made carriage out front. As the two liveried chauffeurs hauled the carriage into traffic-clogged 39th Avenue, Rarity started planning ahead, at the opportunity Fancy Pants just dropped before her.

Audra von Adler, maybe the greatest actress of the age, not just in Manehattan but at the Royal. Her own hotel! If, if I could speak with her, somehow get her to appear in just one of my dresses, my reputation would be made! She began to run over ideas for how to achieve it. Nothing foolish now, no crashing the room, nothing like what Dash or Pinkie Pie might do, but handled discreetly and with all the respect due a reigning queen of the stage from a cultured fashionista.

Nothing can possibly go wrong! She looked at Yellow Jacket, seated beside her, eyes wide as she took the city in. The changeling in the shape of a yellow unicorn licked her lips, almost seeming to taste the air for any trace of changeling pheromones, then looked back at Rarity, a slow smile spreading over her face.

Okay, almost nothing.

I hope.

# # #

Fourteen stories above 42nd Avenue, Fluttershy sunned herself on the suite’s setback terrace, preening her wings as Celestia’s sun inched down towards the waterfront. Rainbow Dash would have taken off from the terrace to soar, but Fluttershy couldn’t stop thinking of the wind currents channeled by the buildings. A dragon-sized shadow fell over her and the terrace and she eeped, looking up in panic. Not a dragon but an airship, four pegasus escorts guiding it over city airspace.

Fluttershy watched the giant gaudy fish-of-the-sky pass overhead, towards the tallest of the towers on the south end of the island – the Equestria State Building, two airships already moored to the great sculpted beacon that topped the tower. A cluster of tall buildings rose above the brick and brownstone roofs near the great tower, among them a Discord’s Postpile of a tower flanked by similar, smaller slabs. She recognized them, knew what they meant for the next few days, and shivered. 30 Back. Saddleback Center. And Dressage Hall…

The terrace door to the right of the bathroom window – the one to Rarity’s room – swung open and the unicorn’s voice rang over the terrace.

“Fluttershy! There you are! Come inside! This has been SUCH a day, and I simply MUST share all the good news with you both!”

The butter-yellow pegasus went inside, long tail dragging behind her, pink mane veiling her eyes.

Rarity stood in the main sitting area of the room, a delighted smile on her face, forehooves beating a quiet tattoo on the carpets. Applejack appeared through the vestibule doorway, minus her trademark hat, looking like she’d just been woken up.

“Oh, dear, Applejack, you look terrible! You need rest, dear…”

Then both earth pony and pegasus noticed the fourth pony in the room – a statuesque golden unicorn with ebon mane and tail and a three-wasp cutie mark, lounging on the room’s chaise lounge/fainting couch with the cool poise of a model.

Rarity continued “…but not right now! Right now you need to meet my, ah,” Fluttershy saw her glance sidelong at the strange unicorn for a moment, then continue in a more cautious tone, “Carousel Boutique's third model for the show, Yellow Jacket.” She stepped back and indicated the unicorn, who lowered her head and gave a slightly superior smile in greeting, like a thoroughbred from Canterlot.

“Charmed to meet you again, Miss Fluttershy, Miss Applejack,” she said, her voice sounding both as cultured as Rarity's and somehow familiar. AJ looked or maybe just glared at both unicorns from under her bedmane. Yellow Jacket added, “I trust everything has been going well in Ponyville?”

“Sure has,” Applejack grumbled. She stretched, and walked over to look Yellow Jacket in the face. ”But just who-all are you, and how do ya know us?

“Oh, we've met before in Canterlot…” she began as if she knew more – a lot more – than she was telling. Rarity cut in almost immediately.

“Yes, at a celebration! Don't you remember?” AJ scowled at her friend, as did Fluttershy (very mildly). She began to wonder why Rarity acted so jumpy. Rarity hurried on with, “But things have already gone so well! I went to Dressage Hall, and who should I meet?”

“Umm, her?” Applejack pointed at Yellow Jacket. Rarity went on without missing a beat.

“No! I mean yes! I mean,” she snorted and shook her head, elegant purple mane spilling, “Fancy Pants and his, ah, his lady Fleur de Lis! From the Canterlot Garden Party, you remember? They were talking with Yellow Jacket...”

“Wait, you mean the ex-model Fleur?” Fluttershy blushed crimson as both Rarity and Applejack looked at her, ears down in mild surprise at her breaking in. The pegasus reddened but said, “Oh, I'm so sorry, I never meant to interrupt, but Photo Finish told me about her. She was the top model in Canterlot for years.” Until she got tired of everything and quit it to settle down with Fancy Pants, Fluttershy thought, remembering the scorn in Photo Finish’s voice.

“They were kind enough to help me find Dressage Hall and keep me company until Rarity showed up,” Yellow Jacket said. “They pointed out a great many things on the way here, from the train ride through the city. Very observant, those two.” She seemed to scowl to say it. Fluttershy wondered what the problem was. Meanwhile the excited Rarity hurried on.

“It was such a stroke of luck for me! Fancy Pants and Fleur will be observing the show, they said they wanted to see MY creations in particular! And even better,” Rarity lifted her head high and almost danced, “Fluttershy, Applejack, you will simply never guess just who is staying at this hotel!” She finished with a look that showed her desperate hope that they'd try.

Applejack rolled her eyes. Fluttershy could almost read her mind. They needed to take a guess so Rarity could get it out of her system. “Gee, sugarcube, Ah dunno,” the palomino said. “Princess Luna?”

“What? Oh, no no! But almost as good!” Rarity laughed. “Audra von Adler! Staying in this very hotel!”

“Who the hay is ‘Audra von Adler’?” Applejack said. “Sounds griffin ta me.”

“Oh, she is! The best griffin actress in either Equestria or the griffin aeries, maybe the most famous actress anywhere. The critics often call her ‘Filea von Herzog, come back to life’!” Before either could ask who she was, Rarity closed her eyes and sighed. “Fluttershy, darling, you remember the griffin villainess in A Dodgy Business? That romantic scene in the film adaptation of A Touch of Griff? The scene in She Can’t Help It where those milk bottles erupt as the griffiness struts past? Or the actress who helped her pony and griffin theater troupe escape from King Sombra in To Fly Or Not To Fly by tricking that brutish guard captain?” She pressed one hoof against her chest and breathed out dramatically. “Oh, and she's done live stage as well, like Born Yesterday and Fillydelphia Story and Return to Canterlot. So much work, and so many awards!” She looked and frowned to see them both still looking confused. Her horn glowed and a folded paper came out of her saddlebag, surrounded by the glow of unicorn magic. “See, here she is!” She unrolled and displayed it with a flourish.

Fluttershy and Applejack both bent close to look. It was yesterday's Manehattan Times, the theater section with a picture of an elegant griffinness front and center. Every feather in her hood preened to perfection, her eyes outlined and emphasized, her chest plumage bursting out of her dress’s neckline as she gave the photographer a “come hither” look that smoldered.

“She's starring in the latest production of Rescue at Midnight Castle at the Hippodrome over in the Theater District, it's THE show of the season. She doesn't do much live stage any more, especially in Manehattan. She normally makes ‘movies’,” Rarity shuddered in a not entirely affected fashion, “in Los Pegasus or Vanhoofer. In fact I think she came from the griffin aeries near there.”

Rescue at Midnight Castle?” Applejack shook her head. “Ya mean those theater and movie fellas finally got 'round ta that old chestnut?” Rarity looked mildly annoyed. Fluttershy privately agreed with Applejack. “Rescue” was one of the Old, Old Stories; the book most ponies first read it in along with so many other tales of Dream Valley and Paradise Estates was even titled that. Fluttershy remembered hearing it from her father, and she thought that most ponies could say the same. It showed up in books ranging from the finest collector editions to those dime novels and maybe even the “pulps” for all she knew. Meanwhile Applejack said, “Ah don't remember any griffins in that story.”

“No, she's starring as Megan...”

“Whoa there!” Applejack walked right up to Rarity. The white unicorn frowned at her as she said, “You back me up here, ‘Shy. Ah remember that story. Megan was an alicorn, not some griffin!”

Fluttershy wondered if she looked as worried as she felt. She'd seen and heard and once even dared participate in a discussion like this before, and she hoped her friends would be more reasonable than those other ponies.

Unfortunately they wouldn't.

“Now, now, Applejack,” Rarity said in a somewhat superior voice. “That's just a theatrical convention. Nopony knows what Megan really was, just that she ‘came from a faraway land’ and was summoned by the Dream Valley ponies with unicorn magic.” Fluttershy winced to see Applejack's brow furrow at her friend's words. Before the palomino could cut in with the counter-argument that earth pony magic was what brought Megan to their ancestors with a days-long gallop, Rarity continued, “Now, I read the original version when I attended finishing school in Canterlot, and Megan is never described in the oldest pediscripts. Everypony just assumes she was an alicorn because she could wield all the Elements of Harmony like the Princesses could long ago...”

“Umm, I thought she used a 'rainbow of light' to stop Tirek,” Fluttershy said.

Both her friends looked at her. “An’ how’s that different from us stoppin’ Nightmare Moon an’ Discord?”

Yellow Jacket watched the proceedings with a cryptic smile, seemingly quite content to stay out of all this.

“In any event, that's why they always cast Megan as an alicorn,” Rarity said. “Just like they always cast Tirek as a minotaur because of his ‘great dark horns’.” Rarity shrugged. “But she's never actually described.”

Fluttershy broke in, her voice soft. “And the name ‘Megan’ does sound more griffin than pony.” Applejack looked down at the mouth, but she gave way. Fluttershy just felt happy that Lyra wasn't there to bring her wild theories into it. She still remembered the furious argument the seafoam-green unicorn got into with Twilight when Twi tried that “literary discussion circle” in Ponyville. “Oh, doesn't the ‘von’ in her name make her some kind of noble?”

“Not necessarily,” Rarity answered. “It usually indicates the aerie of origin, back from when griffins were split into small tribes.” Sounding so much like Twilight Fluttershy wondered why a soapbox didn't appear beneath her, she said, “In some aeries every griffin is a von-something, and it's not uncommon for it to be used in a stage name. Theater arts aren’t that respectable among griffins, so a lot of them use one.”

“But still, she is something special,” Rarity added. “Quite the femme fatale and sex symbol among griffins, called another Filea von Herzog.” Noticing her friends' incomprehension, she said, “Oh she was another great griffin stage actress from almost a hundred years ago.” With a gleam in her eyes, she said, “And if I could get her to endorse House of Rarity, then it would be such a feather in my hat!” Rarity lifted one of her creations as she spoke. Fluttershy wondered how any more feathers could be fit into it.

“Okay, so this here Audra's all that,” Applejack said, sounding tired. She walked over to the chaise lounge and Yellow Jacket. “Now, just who're ya, and why’d Princess Celestia recommend ya?” Rarity looked worried as the palomino continued, “An' no tall tales about just for bein' good friends with the Princess, or how ya met us in Canterlot once.” Applejack scraped one forehoof against the carpet, “Cause Ah don’t remember ever meetin’ ya, and Ah wouldn’t forget a pony who looked like ya.”

Rarity cringed as Yellow Jacket slid off the chaise lounge, rose to her hooves facing the palomino, tall as Big Mac or Princess Luna. Fluttershy watched wide-eyed, worry and uncertainty chasing their tails in her eyes as Yellow Jacket’s horn began to glow.

“Actually, we have met,” the tall unicorn snorted. “In the Gala Hall of the Sun Palace, three months ago. You…” she indicated Applejack with a forehoof, “were chasing that wolf around and you,” she shifted the pointing hoof to Fluttershy, “were shielding him.”

The golden glow spread from Yellow Jacket’s horn to her eyes. Fluttershy shrank back wide-eyed; Applejack’s thighs and shoulders tensed. “As for why you don’t remember me…” The room dimmed as curtains drew themselves over the terrace door and side windows. “This is why.”

Golden fire flashed before their eyes. When the three ponies could see again, a yellow-carapaced Changeling Queen stood in place of the yellow-coated unicorn.

Applejack started to rear up and clear her forehooves for action when the temporary paralyzing spell slammed into her, clamping down on her mind and turning her and Fluttershy into statues.

“So then,” Queen Vespid said to them. “Satisfied?”

The frozen pegasus gave a faint squimper. Applejack glared at Rarity.

Vespid just smiled at the unicorn, showing fangs. “I think they took it well.”

The Changeling turned back to the two ponies held in her golden aura. “I’m here with the consent of Princess Celestia. You don’t need to know the reason, only that the Princess wishes you to extend me all possible cooperation.”

Applejack’s and Fluttershy’s eyes darted to Rarity; the white unicorn nodded.

“She is. I received an official message from the Princess three days ago.”

“And you,” Vespid shifted her attention to the unicorn. “If you ever again refer to me as ‘Celestia’s Tame Changeling Queen’, I. Will. Hurt. You.”

The First Night: Receptions and Revelations

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The First Night:
Receptions and Revelations

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

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

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

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

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

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

‘Ceptin me, that is.

# # #

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

# # #

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Babs Orangeseed!”

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

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

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

She returned to her soup. Babs spoke up again.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

# # #

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

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

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

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

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

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

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

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

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

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

# # #

“Moooo! Audra!”

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

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

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

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

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

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

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

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

“So you want to see the stallion?”

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

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

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

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

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

# # #

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

Can’t I?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

# # #

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

# # #

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

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

Just this one time?

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

“Photo Finish! That’s her name!

Making ponies beautiful is her number one game!”

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

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

She do what she do

To make you more than you –

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

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

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

Fluttershy just kept on, half singing, half mumbling.

“Lies are beautiful! Truth is not!

Come on filly! Shake that plot!

You’re what they all came to see –

A Picture Perfect Pony!”

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

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

Fluttershy just rambled on.

“Why you ruin everything with questions?

Shut your mouth! And don’t forget to mention

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

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


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

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

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

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

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

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

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

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

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

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

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

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

# # #

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

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

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

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

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

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

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

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

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

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

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

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

And then it came.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


# # #

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

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

Wait, wait, a click by the terrace doors?

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

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

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

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

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

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

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

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

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

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

The Second Day: Picture Perfect Pony

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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.


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.


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.

The Second Night: Sitdowns, Searches, and Cider Crawls

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The Second Night:
Sitdowns, Searches, and Cider Crawls

Audra von Adler was sitting at her dressing table backstage digesting the emotional feast from the night’s audience, when she got a very familiar heavy rapping at her dressing room door. She went to it with an eyeroll. What does that minotaur want now? Better not be another ‘innocent’ cider-crawl.

It opened to reveal Asterion bending down and looking in at her, his shaggy dark mane hanging around his eyes and giving him a rather barbaric feel. Especially since he was still partially in costume as Tirek – gleaming black cuirass, crimson sleeves, silver bracers and nose-ring.

“Audra,” he rumbled like a thunderstorm trying to be quiet. “Lady here wants to see ya.”

He indicated a pony with a toss of his great horns.

The russet griffin peeked out her door, past a frantic-looking wardrobe mistress to a white unicorn standing there looking expectant. Not a stallion with flowers, but a very well-dressed and elegant snowy-coated mare with a magnificently styled purple mane and tail. Her capelet-dress almost made her wonder if the mare was an actress herself, combining as it did the showiness of a performer’s attire along with the fine materials of either a noble or a wealthy merchant. She looks familiar for some reason.

“Card says she’s some kinda noble.”

Audra looked down at the small decorated calling card in his massive hand. With a theatrical sigh she took it from him.

“She can see me just fine from where she is.” Looking down at the card, she added, “And you can tell her that while this is all quite flattering, I prefer stallions, and I…” Her voice trailed off as she read what she held in her talons.

Rarity Belle of Ponyville
Titular Countess Lipizzan…

TITULAR Countess, Audra thought. An honorific only; no actual holdings or power with the title. Like half the Vons in the aeries… Then she got to the last line on the card.

Bearer of the Element of Generosity.

Only two decades worth of hiding and acting stopped the Changeling-turned-griffin from staring at the mare in shock. But nothing could stop the sudden dread rising in her. One of the mares who defeated Queen Chrysalis last year, who was called to Canterlot a little while ago to help in that big anti-Changeling ritual the papers were talking about, just glad I was alone between gigs in Chalet von Herzog then. But even as she thought it she inclined her beak towards Lady Rarity in a gracious nod. A formal bow is out of place, this isn’t the Sun Palace and besides, ponies appreciate entertainers enough to allow us some leeway.

But if she knows or suspects what I am, then what?

In Secrecy lies Safety…

“Your Ladyship,” she said, respectfully. Not too respectful though. She did have her image as a proud queen of the theater to consider, after all. She stepped back and to the side, allowing the unicorn mare into her room. Rarity walked in, moving with a grace many of her female co-stars – for that matter, some of the play's noblemare patrons – might envy. “To what do I owe the honor of this visit?”

“Miss von Adler,” Rarity replied, bowing her head and smiling.

Same accent as mine. She’s had theater arts speech training somewhere in her past.

Audra fought down some small annoyance. Even in griffin form she could still take scent, if not very well, and something about this unicorn’s was just a little odd. She allowed herself to show some small amusement at the feel of Rarity’s awe. It would have been obvious even without her empathy.

“I came here to talk about a, a business proposal with you.” Rarity said. She stepped closer. “Perhaps it would be best to talk about this over dinner, back at the hotel I’m staying in?”

Wait, is she making a play for me? Audra reached out carefully with her empathic senses. No, no desire or lust, but definitely star-struck. And a little worried, and hopeful?

“Asterion, dear,” she said to the minotaur, watching them both, “I’m afraid you’ll have to go crawling for cider without me tonight.” At his dismayed look she reached out and lightly bopped him on the snout with one claw. “So do try and stay out of trouble. No races through the city streets, you know how the Manehattan Constabulary frowns on that.” To her slight surprise the mare didn’t make some silly giggle or foolish comment; instead, she looked like somepony who’d been there herself. She indicated Rarity with a wave of her talons. “Her Ladyship and I will have much to discuss.” Asterion looked from her to Rarity and back again. To her mingled amusement and annoyance, she felt concern washing from him. Just which of them was the one who always had bail the other out after his escapades, after all? Even as she thought that he brightened.

“If you say so, Audra,” he said to her, before turning to Rarity. “Take care of our star, Miss Belle, I mean Lady Lipizzan,” he pointed at the she-griffin, “We got no show without her. Don’t tire her out or nothing.” And with a broad wink and smile he turned and left, wardrobe mistress in his wake. The floorboards groaned under his heavy tread. Audra wondered what poor fools among the cast and crew he’d rope into accompanying him on his visit to, where did he say he wanted to cider-crawl tonight, the Lower West Side?

Audra turned to Rarity. She saw the look her empathic senses already told her would be there, one that mingled shock and confusion. The mare turned to look at Audra. Letting the amusement of the moment drag on a bit, Audra lowered her head and batted her eyes at the unicorn. Rarity’s ears and cheeks looked ready to turn crimson.

“Miss von Adler, I, I’m not sure what you think I’m after, but I assure you…!”

“Quite alright, my lady,” Audra held up a claw, stopping her embarrassed apology. “I was just teasing you there.” She said with a wary coolness, “But what sort of business do you want to discuss?”

“I’d prefer to wait until after dinner,” Rarity said, her blush slowly fading. A new businesslike tone entered her voice as she added, “I normally find business best conducted after everypony’s had a bite to eat.” She went outside and held the door with her magic, her horn glowing purple. “Would you like the restaurant at the Royal? They have carnivore dishes there. And, oh, please,” she lowered her gaze modestly, “do call me Miss Belle, or better yet, Rarity. I feel that ‘Countess’ or ‘your ladyship’ would be a bit too formal.”

“As you wish,” Audra stepped out and stood beside her. She could see Asterion heading out with a pair of unfortunate ponies in tow. Two earth pony extras. Heh, poor idiots. They’ll be lucky if they can stand upright tomorrow. She followed Rarity to the door, wondering at her words. From many another noblepony they’d be a shallow attempt at pretending to equal status with her, though some of course didn’t bother. But when Rarity said them, she sounded like she meant it.

# # #

Wheels screeched on rails as the dockside switcher pushed a cut of boxcars down the center of the street; two ponies – a palomino mare in a Stetson and a black-maned unicorn stallion – waited in the gaslight for the train to pass.

“So, now, where-all are we going again?” Applejack raised her voice over the sound of steel wheels on steel rails. She was back to her normal hat-only attire and voice.

“Someplace I was told about,” her yellow-coated companion replied, his voice musical. “You said you wanted some real food, and this is closer than the grass in Central Park.”

The four-wheeled tank locomotive chuffed past at walking speed, warm against the night chill coming off the harbor, the glow from its firebox red against the cobblestones.

The switcher chuffed into the distance as the two crossed the street, hooves sounding against cobblestones. AJ affected an air of unconcern, but all the same she kept her eyes and ears focused on the street around her. The Lower West Side and its waterfront wasn’t her aunt and uncle’s neighborhood; even if the scare stories about the docks and waterfront were exaggerated, enough of them were true that she didn’t want to be taken unawares.

A pair of Diamond Dogs – scruffy even for Diamond Dogs – stepped out of the shadows, something in their hands gleaming in the gaslight. Applejack snorted and rang a forehoof on the pavement, making sure they caught sight of the apple-bucking muscles working under her coat.

Showing fangs in sneers, the two Dogs started forward, only to stop and freeze as the unicorn’s horn lit up with golden fire. One turned and left; the other held out the small blade in his paw.

“Urrrr… Ponies want buy knife?” He whined.

“Diamond Dogs wanna buy some trouble?” Applejack said, ears down. The Diamond Dog looked at them both and hurried away. The palomino kept an eye on him to make sure he kept going. Then she turned and followed after the stallion, who headed for the only building on the block lit from within – a diner-slash-barroom amid the brick warehouses.

“Ah repeat ma question,” Applejack said in a low voice. “Why are we down here?”

“Except for the Princesses, that’s on a ‘need-to-know’ basis,” Yellow Jacket responded in a stallion’s voice. “And you don’t need to know.” In Secrecy lies Safety…

The palomino snorted. “An’ just why do ya look like, well?” She indicated the quite masculine pony with her hoof.

“A couple out for a late dinner won’t attract as much attention; two mares will.” His horn glowed and the swinging doors before them opened. After wincing at the smells of meat and unwashed flesh from within, Applejack followed “him” inside.

# # #

The Manehattan Royal’s five-horseshoe restaurant was on the mezzanine level, overlooking the chandeliered lobby through a stained-glass window wall. The maître d' had seated the regal russet griffin and marshmallow mare in a semi-private booth by the outer wall.

Audra sipped at her goblet of perry, drinking in the emotional feed of the room along with the pear cider, just strong enough to be felt but not over-potent. Part of her wished her actual dates displayed as much class as this unicorn seated opposite her.

In the carriage between the Hippodrome and the Royal, she’d spoken with the griffin about her prior roles both stage and screen, and especially about the costuming. Impressive – this “Rarity” had all the fascination with her she usually felt from stage-door stallions and a lot more knowledge. As well as being a generous tipper, judging from the carriage-stallions’ spike of delight when they’d disembarked.

Yet, all the while something about this mare nagged at her, making her unsettled. A barely perceptible yet somehow maddeningly almost-familiar hint of a scent filled with a desire to display submission and revert to her true form and display fangs in a threat all at once.

“Is something wrong, Miss Audra?” The she-griffin looked up. Rarity’s eyes were wide with concern. “I trust there’s nothing wrong with the food or surroundings?”

“Oh, nothing,” Audra said. “Nothing at all, Rarity.” As the ordered food arrived – an artful arrangement of flowers surrounding a mixture of oats and bran for Rarity, a fine blood-rare cut of beef from the non-sentient cattle raised in the griffin lands for her – she said, “And let me say that, if I may refer to a countess by her first name alone, then you can call me ‘Audra’.” As soon as the words left her beak she lowered her head and ripped a mouthful of bloody meat from the cut before her. A small shiver of disgust from Rarity hit her, a rather stronger one from the other equine diners in the room. Audra grinned inside. It’d been years, but she still took a nymphling-like amusement at the way ponies reacted to the “griffin’s” meat-eating.

“Oh, thank you, Miss – I mean Audra. I consider it a privilege.” Audra glanced at her and saw the mare take a nibble from her own meal. Looking at her, Rarity said, “And please, don’t stint yourself on my behalf.” She indicated the meat. “It’s not something I like,” Audra thought she heard her mutter, “despite what Lyra and Bon Bon persist in thinking,” before Rarity added in her conversational voice, “but I have dined with griffins and other predators before. And I do have a cat at home. Meat-eating doesn’t bother me.”

Audra sensed that it wasn’t entirely true. Rarity on a certain level still felt the fear and disgust many ponies did at carnivorous behavior. But unlike them, she would manage it. Because of that, and because Audra’s curiosity was driving her mad with a desire to learn what this mare wanted, Audra gobbled the meat down as swiftly as any she-griffin seeking to impress a male of her own folk. She also made sure that nothing spattered on Rarity. She remembered that one noblemare who’d invited her to dinner to ask Audra to stay away from her lecher of a colt. She’d been persistent. It wasn’t until the blood flying from the raw meat Audra ate spattered against her face that she fled, whinnying in panic.

Thinking of that, Audra swallowed the last gulp of flesh and looked at Rarity. The mare kept her composure. Behind her, though the windows, Audra could see carriages and wagons passing in the gaslight glow of the streetlights.

“And now to business,” Audra said as she finished cleaning herself with napkin and talon-bowl. Leaning forward, she looked at Rarity. “Tell me, Rarity. Just what do you want of me?”

Rarity came straight to the point. “An endorsement, Audra. I would like to ask if you could wear some of my originals when you’re out and about.” Audra’s surprise must have been obvious, as Rarity went on with, “Please, Miss von Adler, it would be such a coup for me, as well as a personal honor, for my designs to be seen adorning the greatest star of the stage in Equestria today.” Pleading sounded in her voice, not begging, but Audra felt the fear of refusal in Rarity’s emotions.

My, but she is rather worried, maybe even desperate. Audra nodded at her, wishing this griffin form could smile. This can work to my advantage. At least until I find out just what that scent is I detect around her.

“Rarity,” she began, “I am of course flattered that you would think of me for this, but I have to consider my own image. And will I really have the time? I already have such an extensive wardrobe with me.” In other words, my little unicorn, what’s in it for me? Not bits, of course, this Rarity couldn’t begin to afford what she would ask for, but there would be something to profit her as well as the unicorn.

To her credit Rarity didn’t try dissembling. “Firstly, Audra, I can guarantee that whatever I make for you will be hoof and horn-crafted by me personally.” She indicated her own cape-dress, royal purple and gold. Audra cast her eyes over it and recognized the craftsmareship involved. The Hippodrome could have used a seamstress and costume designer like this. Her eyes glowed as she said with enthusiasm, “I can say without bragging that my work has adorned some of the greatest names in Equestrian entertainment…”

“Such as?” Audra asked, raising one eyebrow.

“Well, like Sapphire Shores,” Rarity said. She tilted her head back as she ticked off names. “Right now my work is on display at the Manehattan Spring Fashion Show. I’m the smallest house there but I was invited personally by Finest Silk after crafting new dresses for some of her models several months ago, including Sky Talon. Oh, you have heard of her?”

“I have,” Audra said. Behind and around them both waiters passed on their way to the tables, bearing platters of food either on their backs or held by their magic for the unicorns. Audra felt some gratification in the small bits of desire she felt here and there among the stallions as they recognized her. She said to the unicorn, “And I seem to recall that Sky Talon left Miss Silk shortly after you made her dress.”

“Oh, but I assure you, that had nothing to do with me!” Rarity said, her eyes wide. Her horn glowed and her glass rose to her lips as she took a quick drink of her imported wine. Audra almost tasted it mingled with Rarity’s worry as she said, “I’ve spoken earlier to Miss Silk, she’s at the show too, and she said that Sky Talon, ah, became convinced that her efforts would be better rewarded with Photo Finish. So she went to work with her.”

“I see.” Audra didn’t fail to notice that this unicorn managed to not only deflect any possible blame for costing the biggest Manehattan fashion house its best model, but to do so in a way that reflected no blame on anypony or griffin involved. Clever mare. And I thought I was good at this. Rarity hoped at her with her eyes. Audra said, “I would like to know, who else has worn your clothes?” And from where that smell around you, and why do you seem so familiar?

“Oh!” Rarity’s horn glowed and a magazine slipped out of her saddlebags to be held alongside Audra’s face, allowing her to see it without having to turn or interfering with her meal. At the sight of the cover, Audra froze.

# # #

Remind me again why Ah’m here? In some salt lick in a bad part of town with a Changeling Queen thinks she’s Con Mane…

“I would have thought that mere lack of bathing wouldn’t bother you,” Yellow Jacket said with a grin as they walked to an unoccupied table. “Don’t you live on a farm?”

“Ah may live on a farm,” Applejack said, looking around the lamplit room with a mixture of caution and interest. “But that don’t mean we don’t take baths.” Most of the crowd here seemed to be earth ponies, with cutie marks of nets and fishing poles and sails, hammers and gears and wheelbarrows. A flock of griffins held one table – that’s where the meat smell came from – and at another in back a gigantic black minotaur upended what looked like a small bucket of cider into his mouth. The two better-dressed earth ponies with him looked like they were trying to keep up and regretting the decision.

A griffin waitress walked over and set a bottle before them on the table along with two glasses. She gave them the hard-eyed glare griffins gave so well and said, “What’ll ya have? Or do ya want ta see the menu? Oh, and we got rooms upstairs by the hour if ya need some privacy.” She seemed to leer over the last part. Applejack looked at her in confusion, wondering why they’d need rooms by the hour. Yellow Jacket simply smiled.

“Sorry, dear, but neither of us like feathers.” He reached out and patted Applejack’s hoof with his. As he did it hit Applejack. She pulled her hat down to hide her face and wondered if her ears really were on fire. The griffin ruffled her feathers up in annoyance. A few of the diners at nearby tables whickered laughter. Yellow Jacket smiled at her before saying, “But thank you for the offer. Menus will be quite fine, though my companion is desperate for ‘good earth pony fare’.”

The griffin squawked a laugh and went past the bar to what had to be the kitchen.

“Say, Yellow Jacket?” Applejack waited until the griffin was gone before she whispered, “Why did ya have ta imply that we were here for, ya know?” She jerked her head at the stairs. A rather saucy looking mare was leading a male griffin up it. He crooned and lightly tugged on her tail with his beak. She giggled and hurried up. Applejack shuddered. Yellow Jacket stared after them. AJ saw his horn and eyes glow slightly. He sat back with a snort.

“Just a randy mare who wants to be ‘ravished’ by a ‘wild griffin barbarian’,” he said. And to answer your question,” he turned to the palomino, “we’re a couple out for dinner, remember? If we both came as mares, this bunch might think we were prowling for stallions.” He looked across the room at the minotaur, roaring with laughter at some joke and slapping one of his pony friends on the back hard enough to send him to the floor. At Applejack’s shocked look, he said, “It can’t be that much of a surprise to hear. I know that most ponies are in love with the idea of a long romance that grows gradually out of a friendship, but not all of them are. Some just want a night’s amusement.”

Applejack just thought about some mares she knew and nodded. Pinkie Pie seemed to date a new stallion every few weeks. And Dash liked to brag of her conquests when the subject came up even if it was obvious she didn’t know what she was talking about.

“And in a city like Manehattan, you get a lot of beings coming through,” Yellow Jacket said, keeping his voice low to stay under the murmur of conversation in the room. “Changelings prefer feeding on love, it's far and away the most nourishing and delicious, but any emotion will do in a pinch. When We’re hungry," Applejack caught the emphasis Yellow Jacket laid on the We, "We’ll go for what We can get. So, here we are.” He shrugged and indicated the room. “Just sit here a bit, eat, see who shows up and what happens. If nothing develops, go on to the next place. So be careful how you drink that cider,” Yellow Jacket pointed his horn at the somewhat worse-for-wear tankard in AJ’s grip. “I don’t want to have to carry you back to the hotel.”

“No worries,” Applejack said after she took a sip. She put the tankard down with a shudder. “Nasty stuff there, tastes worse ‘n what Berry Punch used ta drink after we cut her off. Thank Celestia that mare finally got a clue and cleaned herself up.” She looked at Yellow Jacket and saw incomprehension. “Just Ponyville business. How long do ya want ta stay?”

“Less than an hour,” Yellow Jacket said, looking around the room as the griffin returned. She stood upright, with a couple plates in her talons which she slid onto the table – piles of salted veggies on beds of half-wilted alfalfa, with sides of oats. The palomino stared at hers.

“Better eat unless you want us to get tossed out.”

AJ took the hint. Meanwhile Yellow Jacket looked around the room, now and then speaking with Applejack about life in Ponyville. AJ wondered why until she realized that if they discussed the fashion show, the other diners and drinkers would get wary and go on their guard. She doubted this place got many runway models among their customers.

Time passed. Applejack switched her tail against her sweaty sides. Yellow Jacket worked “his” way through “his” plate. The warmth of the fire and of the crowd made the room a little uncomfortable. The crowd itself seemed rowdy, but no more so than the hired hooves and rodeo ponies she'd known. Every now and then a few ponies or griffins would get up and leave, and a few more would come in, often smelling of sweat and sea salt. Once a few older ponies by the fire slowly sang their way through an old, old sea chantey. The rest of the crowd fell silent as they sang. Applejack listened carefully. She enjoyed these old earth pony songs. When they finished she dared clap her hooves against the floor along with the rest except the minotaur and Yellow Jacket. The latter scanned the crowd, brow furrowed, only to sit back down with a snort. The former was working on the barrel of cider he’d demanded for his table. Working alone; his two cohorts were sitting back in their chairs, groaning and looking decidedly green. AJ saw him toss his horns as he looked around the room before focusing on them. He rose, set the barrel over his shoulder, and began crossing the room in their direction. His iron-shod hooves clamped across the scarred floor.

“Uh, Yellow Jacket,” she nudged the mare beside her. “Ah think we’re about ta have company.”

“Nothing,” Yellow Jacket said, looking after the singers as they accepted the gifts of drinks pressed on them by the audience. He lowered his ears. “A herd this lively and big? If there were any of my folk left down here they’d be…” He stopped as a great horned shadow fell over them. Like the shadow of Tirek’s horns, Applejack thought as she remembered the old story. Hopefully this would end more peacefully.

“Is there something my friend and I can do for you, sir?” Yellow Jacket said as he looked up at the massive minotaur towering over them both, horns scraping the ceiling. He wore little past knee-length breeches of leather. His coat showed pitch-dark as he bent down to them both. Applejack made the effort not to flinch back from the sour-apple smell of his breath.

“There sure is,” he grunted, his voice loud as Bulk Biceps’ in the close quarters. He set the keg down and yanked a pair of empty tankards off of the tray one of the griffin waitresses bore nearby. She looked ready to complain, took a second look at who’d snatched them, and quietly moved along. He set them down before the two ponies and said, “I’m a stranger here, same as you. I was drinking but those two weaklings,” he jerked a thumb back at the two ponies who groaned in response, “couldn’t keep up. Let’s the three of us finish this keg, alright?” He shook the keg he bore, one big enough to give Applejack pause. It sloshed, half-full.

As he did a pair of young Diamond Dogs, both of them looking raggedy even for their folk, came in. By their smell they had to be sewer workers. The tall skinny one bore something wrapped in cloth that clattered as he set it down on the bar. The griff behind it glared at them.

“Get that outta here, an’ take yourselves with it!”

“But you no see it!” He began unwrapping it, and as he did, Yellow Jacket’s eyes shot wide. He leaned forward, sniffing, as the dog said, “We find in sewer…”

“Then get that junk offa my bar, ya halfwits!” The griffin speared some crawling vermin on one talon and tossed it aside. “I run a clean place!”

The short pudgy Dog yelped. “But it from dead monster bug-pony!”

That line got the attention of everypony and griffin in the bar. Some of them, looking more bored than anything else, started heading for the bar. Yellow Jacket rose to his feet and followed them. He stopped when the minotaur gripped his shoulder.

“Hey, buddy?” He pointed at the barrel. “What ‘bout this? Or are ya saying my cider ain’t good enough for ya?” The last line was a dangerous rumble. Applejack rose to her hooves with a snort, picking out the spot where she’d hoof him if she had to.

Yellow Jacket turned with a smile.

“Oh, of course not! Applejack, dear, you sit with our new friend and help him finish his cider, alright?” He looked towards the bar. “I simply have to see what those two found.”

“Hey, now!” Applejack called after her as the “unicorn” headed for the crowd at the bar. She cast a glance at the minotaur, who was already pouring cider from keg to tankard. “Ah thought we were supposed ta stick together!” Yellow Jacket simply looked at her, a fiendish grin sweeping over his muzzle. Then to her horror, the “unicorn” flung “his” forelegs around her and embraced her neck-to-neck.

“Don’t worry, darling, I’ll return!” The voice was like Rarity’s when she drama-queened; the minotaur and other listeners all broke up laughing. AJ’s cheeks flamed as the stallion said, “I know how much you need me, but nothing will ever keep us apart again!” He leaned in close and whispered, “I have to check this out. Don’t worry, we’ll meet back at the hotel.” Yellow Jacket glanced around, and then to Applejack’s shock nuzzled her cheek before heading for the bar. Ribald calls followed him.

“We- we’re just friends!” The palomino said as she looked around, wide-eyed and red-eared, wondering if you really could die of embarrassment. Pulling her hat over her face, she sank back down with a groan. When Ah meet that skin-turnin’ bug-mare again, so help me!

Meanwhile the minotaur pulled up a chair several sizes too small. He looked at it, snorted, and sat right on the floor. He shoved the filled tankard right at Applejack.

“Go on an’ drink up. Blondie!” Stunned, AJ picked it up and set it to her mouth. As she gagged on the sour contents, he yelled over at the bar, where Yellow Jacket stood by the two sewer workers, studying something black and crimson in their paws, “Hey, don’t worry, I’ll treat your fillyfriend right!”

“Ah ain’t his fillyfriend!” Applejack spat the half-full tankard out along with the words. Part of it hit him in the face. He bellowed as she added, “And Ah wouldn’t wash a sink with this, let along drink it! If ya gotta get drunk outta your horned head, can’t ya at least drink something better ‘n this?”

IPPOS!” His bellow filled the room. He repeated the insult in Equestrian for good measure, "Rotten horse!" Patrons scattered as he turned the table over. Past him Applejack could barely make out Yellow Jacket leaving with the two Diamond Dogs, with them pocketing some bits. Her attention got called back to the minotaur as he snorted and tossed his head, saying, “Blood of Taurtessos! Are you saying my cider ain’t good enough for you to drink? Because if so…” He smashed the end of the barrel in and upended it over her. “Then you can wear it!”

Pale yellow cider sloshed down over her. He roared laughter.

Applejack looked up at him and snorted.

Okay, that’s it.

Applejack wheeled and sent both her hind hooves full into his face.

# # #

“Miss von Adler?”

The griffin barely heard Rarity’s voice. “Oh, dear! Should I fetch the waiter?” When she didn’t answer, the unicorn began to call out, “Waiter, please, help here, something’s wrong with Miss von Adler!”

NO! Audra surged to her feet, leonine hindclaws showing. Rarity stared at her in worry, nothing but concern and fear filling her emotions. She could hear and feel the equal worry of the nearest waiter behind her, hurrying to see what was wrong. The window was next to her, overlooking the street; one five-talon punch through the glass and she could fly for it. A lifetime of caution told her what the results of that would be, how out-of-character it would be for the elegant Audra von Adler – any griffin – to behave. Ponies flee, griffins fight…

Even so, it took more willpower than she liked thinking about to simply hold her ground. In Secrecy lies Safety…

“Miss Rarity, I mean Countess Lippizan!” She forced down the terror filling her as she spoke to this unicorn. Calling on all her acting skill, she said, “I am vastly sorry, Your Ladyship, but I am afraid we cannot do business together. Please accept my apologies for the outburst when I saw…” Her voice choked off as she indicated the now-fallen magazine, a copy of Clothes Horse with a cover article of a diplomatic reception in Canterlot.

“This?” Rarity sounded downright injured as she raised the zine, looking at the photo article. She turned it so Audra could see it as well. Shots of both Celestia and Luna and the diplomats at the Sun Palace, with commentaries on their wardrobes. The Princesses in more formal attire than they normally wore; a broad-shouldered Minotaur in traditional Taurtessan dress, bejeweled griffins, crystalline-sparkling earth ponies in fashions ten centuries old.

And special shots of the two newest diplomats. One young white-furred wolf in equine court dress with embroidered badge where a cutie mark should be, next to a proud-looking Countess Lippizan in a dress similar to the one she currently wore; and beside them both, tall as Princess Luna, a gleaming-black pony-shaped insect with a golden mane and tail and eyes, sporting a bioluminescent “crown”.

Audra turned away with a shudder.

“It’s, is it because of who I worked for?” Audra forced her own terror down to hear Rarity say, “I assure you, both Ardi and Queen Vespid are utterly trustworthy. Their Highnesses have personally vouched for them both.”

“It’s not that,” Audra said with a shudder. After all these years, after avoiding those black-and-teal Changelings scouring out every stray they could, I get approached by some pony who’s working with Celestia’s Tame QUEEN? All it would take would be a whiff of the other’s pheromones and Discord’s Curse would kick in.

And she kills me. Or I kill her. Even if I win – even if I live – I’m stuck with a Hive I can’t control, not without the crown. Either way, I lose…

Dead or alive, everything she loved best about her life – she looked down at her silver platter, drinking in the image of a she-griffin she saw – would be lost to her forever. Then it struck her.

“That’s where I’ve seen you before!” She stabbed one talon at Rarity, who flinched. As the mare’s confusion and sudden wariness filled her senses, she added in a voice and demeanor more like the one “Audra von Adler” would be expected to display, “That is, Your Ladyship, I read about you in the newspapers a few months ago when you and your friends and the Princesses were working on that anti-Changeling ritual…”

“No, not an ‘anti-Changeling ritual’, Audra,” Rarity corrected her. “It was a working meant to force shapeshifters out into the open for several hours, to force them back into their true shapes so Celestia could show us all that Equestria wasn’t overrun with malevolent hidden enemies.”

“Ah, yes.” Good thing it failed, then. “I also seem to recall that the wolf was there as well, pretending to be a pony?”

“Actually…” Despite her worry Audra felt amusement at the embarrassment filling Rarity as she said, “It was a, well, a magical disguise of myself that he was in. Part of my friend Twilight Sparkle’s Archmage’s Thesis. All a big mistake, really.” Rarity finished, looking hopeful. Audra quirked one eyebrow at her in a “go on”.

Rarity sighed and said, “I was in Manehattan at the time, auditioning for the show with Finest Silk. I was rather exhausted and I reacted badly when I saw a picture of Ardi as me. I went right to Canterlot on the train to stop the “changeling infiltrator” and we all ended up in the Gala Hall before the Princesses – Ardi, Queen Vespid, and myself.” She hesitated and added, “I haven’t seen either recently, Ardi not since I was his escort at that reception.”

“It sounds like something from one of those new “movies” they’re starting to show everywhere,” Audra said, trying to sound mildly bored. “Awful things, no real art in them at all.I have done a few, but only for the bits.” I can’t feed from one the way I can off a live audience. Even if these days I do more of them than live stage. Rarity set her ears back as Audra added, “I seem to recall that one of the Los Pegasus studios is planning on making their own adaptation of the events. Perhaps Your Ladyship should consider making more of those mare-suits, they would probably be willing to reward you handsomely.”

“No, thank you,” Rarity shuddered. “I received several offers for more of those suits, some of them rather large, but the comments in the letters asking for them?” Rarity’s horn glowed and she took a good-sized drink from her wine, emptying the small snifter. “I vastly prefer fashion. Speaking of which, if we can return to our prior topic, Miss Audra? I’m sorry if I unknowingly offended, but I really do want to ask for a small endorsement for my work and the Boutique from you.”

‘I don’t think so.” Rarity pleaded at her with her eyes, disappointment filling her, as Audra added, “I have to think about making contacts the same as you do, and showing your fashions might not…” She stopped as Rarity sat upright, her eyes wide with hope.

“Wait, Miss Audra, you do know of Lord Fancy Pants, don’t you?”

“I should,” Audra sniffed. “A Canterlot noblestallion, favorite at the court, great patron of the arts.” She sighed. “Our producer keeps hoping he’ll end up becoming a patron of our work.” She gave a short sharp griffin laugh. “As if we could ever find the time to meet each other!”

“And if I could guarantee it?”

“What?” Audra almost squawked it out, recovered just in time to maintain her seat. “You know Fancy Pants?”

Now it was Rarity’s turn to give her a slow, delighted smile.

“My dear Miss Audra, he’s in town for the Manehattan Spring Fashion Show, and his wife, the Lady Fleur, is aiding me in presenting my models.” Audra looked at her, stunned, as Rarity said, only a hint of self-disgust at name-dropping like this fouling her deep delight, “And he did say he wanted all of us to accompany him to a showing of Rescue at Midnight Castle tomorrow night. I think I can promise that if I asked him politely, he’d agree to meet you.”

Audra sat back in her chair and thought. One part of her, the bigger and cautious part, knew that she would be taking vast risks if she did this. Not only was Rarity a close associate of what might well be the last Changeling Queen in Equestria, she was also close to the Princesses who’d fought Changelings. In Secrecy lies Safety.

On the other talon, if she got to meet Fancy Pants and convinced him to support the show? They would have the prestige of being funded by the greatest patron of the arts in Equestria, and her reputation and career could soar higher than ever. And then what? Maybe retirement as some noblepony or griffin’s wife or consort until time came to drop “Audra” and move on to whatever form and life would best suit her? At any rate, she’d have new audiences to feed on and entertain, more and bigger ones than ever before.

I could be not just famous, but a legend. Nopony would ever mention Filea von Herzog again. They would mention me. Me, Audra von Adler, the greatest actress who ever trotted the boards in all history!

And the chance for a legend like that is worth any risk!

“Miss Audra?” Rarity looked at her, half hoping. Audra returned her the cool look she did so well.

“My dear Lady Rarity,” she said, batting her eyes. “I’d like to see you at my dressing room again tomorrow night with whatever work of yours you’d like me to display.” As Rarity clapped her forehooves together in glee, Audra added in a half purr, “And please, do bring Lord Fancy Pants along. I’m simply dying to meet him.”

# # #

In the shadows of a waterfront alley, two Diamond Dogs and a unicorn stood around a ponyhole cover. Not even Luna’s moon overhead did more than dent the alley’s darkness.

“Pony pay us when we show him where we find skin from bug-ponies?” the taller Diamond Dog said to Yellow Jacket, sounding suspicious. Before them the short one carefully removed the ponyhole cover, revealing a passage more than big enough for her to use. “Maybe should ask for bits now,” the Diamond Dog said in a half snarl. Yellow Jacket felt some aggression but more wariness from these two, like they’d been cheated before.

“As I said,” she told them, “you’ll get your bits when I examine the place where you found that.” She pointed at the piece of carapace the standing Dog held. He looked at her cautiously. Yellow Jacket sighed and showed them the pouch full of bits she’d brought along. Their eyes lit up and they nodded at each other. Only then did they drop down into the hole at her hooves. She followed them down in, feeling the sudden burst in confidence from them. Like most of their race they felt more at home underground in tight spaces, whether self-made or not.

Like Us.

Below was darkness and stench, an unlit brick tunnel with a stinking breeze blowing through. Both Diamond Dogs grinned their crooked fangs at the unicorn.

“Pony scared of dark, maybe?” The tall skinny one said; he seemed to do most of the talking. “Pony want us take lantern? Cost extra.”

“Pony not scared,” Yellow Jacket responded. “And I don’t need any lantern.” She made her horn glow, just bright enough to make them wince before weakening it. In truth she didn’t need it at all, a Changeling could see in even this darkness. And like the Diamond Dogs, she had senses that could guide her around even in the utter lack of light. She looked around at the brickwork; lighter patches showed here and there in the hornlight, the sign of expertly-done repairs. “You do good work,” she said to the two Dogs. “Now where did you find the part of the bug-pony?”

The first Dog sniffed. He seemed bothered that their “guest” didn’t show fear. A flicker of greed passed through his emotions. Yellow Jacket readied herself in case he decided on trickery, like leading her in circles before claiming they were “lost” and demanding a higher price to guide them back to the surface. Or just trying to mug her for her bits – Diamond Dogs were not known for subtlety. Instead he simply shouldered the smaller Dog aside and headed down the tunnel.

“Find this way!”

Yellow Jacket followed, keeping an eye on the brick-lined passage. This was one of the main access tunnels for the sewers, easily big enough for a pony to pass. Even so she had to duck her head a few times to avoid hitting her horn on smaller overhead pipes. It presented little problem. Even after a few months of living in one of Blueblood’s estates, this felt like second nature. Even the overly-ripe organic scent of the place seemed homey.

“Why pony want piece of dead monster?” The smaller Dog asked. She stiffened a bit at the “monster” line, caught a flash of fear as he quavered, “Pony make magic from dead monsters?”

“No,” Yellow Jacket said with a roll of the eyes, “Pony not wizard. I am just curious about them. A student.”

“Ah,” the Dog said. As they passed a set of hobo signs carved into the brickwork, the smell of aged Diamond Dog urine burned Yellow Jacket’s nostrils; an instant later the two were rushing her through the tunnels as quietly as they could, the short one whispering “Pony move fast! This gang turf! Swamp Dogs Pack!”

When they finally paused, the two canine guides panted for a moment, then all three listened. Off in the distance the “unicorn” could hear water rushing in one of the tunnels. From somewhere above came the faint rumble of a train; that put them under the approach viaducts to Grand Central, near the hotel district. Either that or the maze of waterfront rails serving the docks she and Applejack crossed on their way to that salt lick.

Hmm, I wonder how she’s doing? Oh well, probably fine.

# # #

“Darn ya, Asterion!” Applejack glared up at the huge minotaur. He towered over her, snorting in barbaric amusement. She kicked air with her hind legs as she hung by her tail from his massive hand. “Lemme down, ya hulkin, hornhead!”

“Remember the bet,” he said to her, pointing at the half-full tankard between her forehooves. “Either you drink all of it, or I hold on to you the rest of the night.” He reached up and rubbed his chin. “Nice kick, but I don’t want another like it!”

Applejack snorted, but she drank. The crowd around her cheered; this was the fourth she’d managed. After knocking Asterion off his hooves, he’d roared that she’d never have dared try that if he were stone sober. She’d told him that drunk or sober she could knock anypony down. He dared her to try it. She responded that she wouldn’t drink anything except Sweet Apple Acres cider. To her surprise it turned out the place did have some, so they broke it out and started in.

Somewhere along the way she’d realized just what sort of a good feller Asterion was, and the bet changed to who could drink the most standing on their heads. She forgot why, but she knew there’d been a good reason at the time. But for some reason she couldn’t manage it, so he held her upside down by her tail to help.

Really, Asterion was such a nice feller, even if he was a meany-tor. Whatever that word was.

Ah better stop sometime soon, ‘fore I forget why Ah came here… Wait, why did Ah come here? She accepted her fifth tankard, licking her lips. Ah’m sure Ah’ll remember sometime. Probably after Ah get back ta the hotel.

# # #

Yellow Jacket’s patience wore thin as they passed through one dark smelly brick tunnel after another. The Diamond Dogs were looping around under the city, waiting for the pony to panic and hoof over “his” bits to get out; the realization did little to calm her as brick gave way to rough stone, then to even rougher tunnels that looked chewed out of the earth, smelling of must instead of sewage and drainage. And ahead, a small patch of phosphorescent fungus.

The “unicorn stallion” stopped, nostrils flaring to sample the air for Changeling pheromones, mind reaching out for the empathic feed of Changelings. Especially the scent of another Queen.

“Pony scared?” The big Dog grinned.

“No.” Her horn began to glow with a baleful light. “Lead on.”

Then the three of them were crawling through a chewed-out tunnel spattered with hardened Changeling goop. No pattern or reason, just the random dirt and rock left when a Changeling tunnel is collapsed.

The tunnel opened into a chamber, dimly lit by fungus patches. A Hive chamber, empty. The taller Dog’s voice echoed through the fungus-lit darkness.

“Here place where find shell!”

Yellow Jacket pushed past the smaller one and followed him. She sensed some anticipation from the small Dog, but ignored it.

Once inside she froze. The bigger Dog turned.

“What pony see?”

“Nothing,” Yellow Jacket said, too shocked to think of what she said. “It’s what I smell.” And sense. Or don’t.

Only lingering traces of scent, and no empathic feed. This Hive was empty. Dead or abandoned.

The three wandered through tunnels and chambers of stone and chewed paper and Changeling goop, lit by Yellow Jacket’s horn and patches of green-glowing fungus, the “unicorn” alert for any trace of scent that could trigger Discord’s Curse, the pheromones of another Queen.

The glowfungus was faint and patchy, most of it dead from neglect. Puddles and pools of organic-smelling wastewater splashed underhoof. And over all, the silence both physical and magical.

Yellow Jacket took the lead, working towards the center of the Hive where the Queen’s Chamber should be, sniffing for nonexistent Queen’s scent at every step. Behind her, the Diamond Dogs stayed silent except for the occasional whimper.

Empty chambers… more empty chambers… still more empty chambers... At least twice as many as Hive Vespid’s tunnels beneath Canterlot. From the residual scents, abandoned between one and two years. The tunnel opened into a vast chamber, high as a two-story building and stretching into the fungus-lit darkness behind support pillars. At its center, the floor rose into the dais of a Changeling Queen.

Yellow Jacket’s horn glowed brighter; the debris all over the floor resolved into dead Changelings, exoskeletal shells half-buried in silt. Debris other than the body-shells, torn and smashed in battle, worse than Hive Vespid after the Battle of Canterlot. Fragments of chitin and carapace in black and lime-green – and the teal of Swarm Chrysalis.

“They came here, too. All the way to Manehattan…”

She bolted, galloping between the support pillars to where the Nursery Chambers would be, dreading what she’d find.

“What pony doing? Why pony run?” The taller Diamond Dog demanded as the two followed her through the Nursery Chambers, shadows dancing in the horn-light.

Yellow Jacket – Queen Vespid – didn’t answer as she checked the ring of broodchambers. All empty – no starvation-killed nymphlings, no cocoons, no pupae, everything cleaned out. Deliberately removed; there had been survivors. Either taken to join HER Swarm or cleared out when the Hive was compromised. In Secrecy lies Safety. That explains the collapsed adits.

She ran back into the Queen’s Chamber, Diamond Dogs yelping at her heels, to stop before a faded shell of chitin larger than the others, half-encased in silt and glow-fungus.

“Why pony run? Why pony run?”

She silenced them with a glare, as the residual scent of the dead Queen tickled her nostrils. That Royal Guard Intelligence report Celestia had shown her – she remembered a photograph from it, a group shot of Hive Theda in what had to be their off-season. Queen Theda in the center, with all her Hive-daughters except the cameraling gathered around her on the beach of their resort. Before the Dire Wasps came. All dead…

This nameless Queen before her had died hard, her chitin cracked and torn. Around her body, those of her drones, her guards, and Swarm Chrysalis Changelings, most of them in pieces. She bent her muzzle down and touched them lightly, chittering. It was said that dead Changelings would be hatched again into their Hive or Swarm. But what became of the ones who no longer had either? Did they just become nothing, or wander lost and alone forever? And the ones who’d converted, how many of them lived through the end of the Battle of Canterlot?

She thought, whatever happened, wherever you are, I’m sorry this happened to you. Even if we would have fought if we’d met when you were still alive. Noling deserved to die for Chrysalis’ folly.

Did SHE come herself, to challenge Queen to Queen, or did SHE just send assassins to kill this Queen and scoop up the orphaned 'lings when they evacuated? In either case, they’d been in for a fight. In either case, Yellow Jacket – Queen Vespid – knew she’d find no other Hives in Manehattan. Even if Chrysalis hadn’t knocked them over, they’d have relocated and gone into hiding as soon as survivors brought the news. In Secrecy lies Safety.

She looked at another pile of Changeling chitin, not bodies but shed molts. Molts?

A hard clawed paw gripped her mane. She looked around, eyes cold, to see the bigger Diamond Dog glaring at her.

“What pony do?” He jerked his thumb at the floor behind him. The other Diamond Dog stood behind him, scrounging through the pieces of chitin. He’d set his red and black piece down on the floor, beside a Swarm Chrysalis carapace. Yellow Jacket snorted and stared at it. Wait, RED and black? Not lime or teal? That chitin didn’t come from this Hive or from Chrysalis’s either! Stragglers after the fact? The Dog ignored her to say, “Pony want see where we find shell from dead bug-pony. We show him where we find it. Now pony pay!”

“I will as soon as you answer one question.” The Dog stiffened and growled. Her horn glowed and the red and black chitin began floating over to her. The Dogs yelled and tried to grab it. Yellow Jacket easily maneuvered it around their clutching paws and said, “Where did you get this?!?”

“Like said!” The first Diamond Dog snapped. He waved his paws around. “Get here! With others!” He stepped back as Yellow Jacket thrust her head forward, horn almost burning now.

“No, you didn’t!” She waved the piece under their noses. “See? It’s RED! Not blue, not yellow-green! Not even you are that color-blind. Now where did you find it?” All she felt from them was confusion and mounting anger. The first Diamond Dog looked around, ears low and almost whining in his fear.

“It lay on floor, right over there!” He pointed at a section of the floor near the dais, half covered with a pile of what were once brightly-colored banners from Topside. The dais retained an empathic trace, the pride and respect this Queen had once commanded, along with the fury and agony of her death as Chrysalis or HER assassins tore her apart before her nest.

Something shone on the floor by the banners. Yellow Jacket bent to look. A near-Queen-sized molt of that crimson and black chitin, but smashed and broken. Recent, with a different emotional trace – Pride, and a trace of scorn, some disgust, and under it all a terrible sour-tasting fear. She stepped back with a shiver. Whichever Changeling left this here, it felt half mad with terror of something, the same something it gloated over.

There’s a lone Changeling nearby, a straggler, close enough to use a dead hive as a place to molt. Recent enough to hold a trace, not recent enough to hold a scent. Which probably means it’s hiding among the ponies, somewhere. But where? She looked upwards, remembering the maps and gazetteers. We’re near the Royal, maybe under the Theater district. Plenty of places to feed. A performer? One of the models at the Fashion Show? No, I’d have sensed them by now.

That tug came on her mane again. She turned and barely kept herself from snarling at the two Diamond Dogs.

“We show you where we find bug-pony shell!” It pointed at her neck-pouch where it hung, heavy with bits. Behind him the short one pulled out a heavy wrench that he must have used in his work. His eyes shone balefully as the first one snapped, “We want pay pony promised! Pony pay! Now!”

“When we get back,” she said to the taller one, the obvious pack leader. They intended to take their promised bits here and now and then leave the “unicorn” to wander around the sewers in ever-increasing panic and dismay until they found their way out. She could read it on their emotions, the mix of greed and anger and glee at their intended revenge. She could easily find her own way out, but if she just handed the bits over without an argument they would get suspicious. They expected her to quarrel, so she said, “You lead me back to that ponyhole we used to get inside. I’ll pay you there.”

The Diamond Dog growled but stepped aside to allow her to pass. Knowing exactly what was going to happen, she started to walk past him. As soon as she was abreast his paw shot out and closed on her bag of bits, yanking it away. As he did the short one cracked his wrench across her horn, disrupting the light spell and leaving the chamber in near-total darkness.

“Find way home now, pushy pony!” That mocking voice called back to her as she heard the fading sounds of padded paws on stone and debris. Yellow Jacket just stood there with a smile. They’d stop running soon, to count their loot. Even as she thought that, golden flame consumed her and she resumed her true form. With a fanged smile that stretched her chitinous lips, she flew along the passage silently after the two Dogs.

She caught up with them sooner than she expected, in one of the dead hive’s entry chambers. The two stood in the center, charcoal ghosts in the pale glow of the fungus patches. Collapsed adits and open escape tunnels led into the darkness, as well as one adit showing Diamond Dog clawmarks. My, they really must have been eager to count my bits. She let a golden glow from her horn spread back along her body and flew out to hover over them with a hideous hiss.

The smaller Diamond Dog looked up and saw her. His eyeshine engulfed his face. The tall one stayed bent over, counting the money.

The short one’s mouth worked, but no sound emerged. He tugged at the tall one’s vest. "Bowser..."

“No bother when counting bits!”

The short one finally found his voice. “HEY BOWWWWWSERRRRRRRRR!”

The tall one’s head whipped around. “Go away! Bowser busy! He...”

Then he noticed the glowing Changeling Queen hovering above them, surrounded in golden fire.


Bits flew as the two Diamond Dogs wrapped their arms around each other and yelped, too terrified to even run. Bowser finally managed to choke out, “W-Wh-Who you? You ghost?”

“I am,” Yellow Jacket hissed. “I am the spirit of the bug ponies you found! I devoured that unicorn who disturbed Our death,” she licked her lips, showing fangs as the two Dogs whimpered in terror, “and I will do the same to you if you ever DARE to return there!” They began howling, yelping their intention to never ever return. She let them grovel a bit before saying, “I will do the same if anypony else ever finds it! Hand over the piece of Changeling you showed that dead and delicious unicorn, or I will EAT you here and now!”

She caught the piece of chitin as it flew at her head, hurled by the short one before they fled, disappearing after a momentary traffic jam at the Dog-clawed hole. Yellow Jacket smiled as the panicked yelps faded into the blackness; the two had managed to scoop up most of the spilled bits as they fled. They knew what was important enough to take, even when leaving a trail of droppings, and I did promise them their pay.

Now all I have to worry about is finding the owner of this, she thought as she hefted the piece of red and black chitin in her horn’s aura. Well, that and getting back to the hotel unnoticed. Golden flames consumed her again and she reappeared as a Pegasus with her usual mane and coat colors.

Whatever did become of Applejack, anyway?

# # #

In the lobby of the Royal, the late-night clerk at the front desk jerked his head up from A.K.Yearling’s latest to stare as at the odd couple that came walking, or rather staggering in. A palomino Earth Pony mare singing something incoherent, accompanied by the biggest minotaur he’d ever seen, bellowing what could be the same song at full volume.

“This here’s ma, Ah mean, some other pony’s, Ah mean where Ah’m stayin’,” the palomino said to the minotaur. She looked up at him weaving on her hooves even though she stood still. “Ya wanna come upstairs? Ya can sleep on th’ couch. Naw, maybe ya better not. Shy’s still kinda jumpy aroun’ minnie, meany,” she waved her hoof vaguely. “What ya are.” She looked sad-eyed. “Ah dunno why. Y’all are the nicest minotaur Ah ever met – hah! Ah knew Ah could say it if Ah tried!” She looked ready to give a cheer, but the minotaur set his massive hand over her muzzle and noisily shushed her.

“Naw,” he said back in a rumble like an oncoming train trying to be stealthy. “It’s late. They rolled the sidewalks up, see?” He pointed at a rug over at the side of the room folded up for removal and cleaning. The mare looked at it with bleary eyes and nodded with the solemn awareness of the very drunk. He stepped over to the piano they had in the lobby and removed the sheet covering it before yanking several of the cushions from the couch. He piled them on the floor, laid down, set his horned head on them, and covered himself with the sheet. He rumbled, “I’ll just go beddy-bye here. I did this before.” He yawned widely. “Jus’ ask Audra, she’ll tell ya… Great gal, that griffin, makes th’ best Megan I ever saw…” His voice trailed off and he began to snore with a sound remarkably like someone strangling a dragon. The clerk winced, wondering if he saw the ceiling shivering at the volume.

“Huh,” the palomino said as she headed for the lift. “’Kay, Asty-whatever.” She clumsily leaned over and nuzzled him. “Y’all get yourself a good night’s rest, ya gotta get blown up by the Rainbow o’ Light tomorrow.” She turned and stumbled off for the lift. On the way she stopped and looked at the wide-eyed clerk.

“Ah’ll regret this tomorrow,” she said, “but right now Ah don’t know why.”

The Third Day: Backstage at Dressage Hall

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Chapter 6
The Third Day:
Backstage at Dressage Hall

Piece by piece,
Snip by snip,
Croup dock haunch
Shoulder hip,
Bolt by bolt,
Primmed and pressed,
Length by length,
Always stressed –
And that’s the Art of the Dress!

“House of Rarity!” Rarity stuck her head out the door of the small dressing room to see today’s attendant standing there. Beyond the earth pony mare, a small herd of mares hurried past, all but their handlers dressed in the casual outfits that were the theme for today. The trotting models tried holding their heads as high as Royal Guards or Canterlot noblemares, but Rarity could see the exhaustion setting in. Thank Celestia I’m doing better than that. The mare before her coughed and when Rarity looked back at her said, “You’re on in… ten minutes!”

“We’ll be there!” She wheeled and all but hurled herself back into the chaos inside the room almost before the words left her mouth. She nearly bumped into Fleur as the elegant mare was finishing her work on Yellow Jacket’s mane and tail. The golden “unicorn” snorted and stomped one forehoof against the floor. The soft yellow and red sun dress she wore, simple by Rarity’s usual standards but still with her usual hoof-done embroidery along the hems, billowed out. Her snort rose into a small pained whinny as the magic-held comb tugged at a knot in her now-crimson mane.

“Hey!” She snorted at Fleur. “That’s attached, and pretty firmly, too! Don’t go yanking any of it out!” Fleur ignored her to make a last few swipes, brushing the mane to perfection. She set the comb down and looked at Rarity.

“With your help?” Rarity nodded and lifted a small mirror with her magic. Both their horns glowed as they swiftly pinned and styled Yellow Jacket’s mane into an elegant bob, short and stylish, capped with a wide-brimmed golden sun hat. Yellow Jacket snatched at the mirror with her own magic, only for Rarity to take it back.

“Ahem! Take my word for it, dear, you look magnificent! Your mane and tail especially so in that color.” Rarity briefly wished that she knew how to shapeshift. Fearsome as Yellow Jacket, no, Queen Vespid, was, it was still amazing to watch back at the room in the Royal as with a flash of golden fire she did in a moment what would have taken a pony hours, turning her mane and tail from night-black to sunset crimson. Pity she can’t do it here. Rarity had spent all morning making alterations to fit that new color scheme, harmonizing reds and yellows for the first look and contrasting blues for the second. That on top of the late-night prepwork with Fluttershy.

Yellow Jacket snorted and shook one foreleg in a rather obvious I-don’t-like-this gesture. Rarity frowned. “Now settle yourself, darling! This is part of modeling too, not just basking in the crowd’s appreciation.”

Yellow Jacket glared. Rarity tried not to flinch when she remembered what hid under those perfect features. Chitin and membranes instead of hair, a jagged hacksaw of a horn, dragon’s eyes and lupine fangs.

Fleur ignored it and gave Yellow Jacket a light swat on the rump. The golden mare, her mane and tail a fiery crimson today, gave a startled whinny and headed for the door. As it opened the noise outside redoubled as Rarity heard somepony yelling at another to watch her fat flank. A shriek followed, mingled with angry snorts and whinnies that bore a striking resemblance to a schoolyard fight. Startled neighs rose from the handlers as they sought to pry the two enraged clothes horses off each other.

“First fight of the day,” Fleur said, completely deadpan. “Most models are thoroughbred mares, and they have thoroughbred tempers.” She shook her head, but a half smile played on her face as she added, “I’m surprised it wasn’t Sky Talon starting it, maybe with you.”

“Really?” Yellow Jacket shot a wicked grin. “She might get a surprise if she did – OW!” She glared at Fleur, who'd just swatted her on the flank with her brush.

“Now go on, get out there!” Fleur said, chivvying her along like a dam with a stubborn foal. “Show that outfit to everypony, and not yourself this time, no matter how fascinating you think you are!” After she left the room, Fleur and Rarity turned to the other two models, horns shimmering. Rarity held her sewing and makeup kits, and Fleur held a new brush and comb.

Applejack wore a pale orange and light brown ensemble that could have worked for light gardening, while Fluttershy wore a green and yellow garden party number that would cover her even if she flew. The pegasus scraped one forehoof nervously against the floor. Applejack just gave the unicorn mares a somewhat strained smile. Rarity flinched to see the bags under her eyes, all too reminiscent of that one time she’d worked herself to exhaustion. Even as she did she set herself to work with the makeup kit, covering them as best she could.

As she did Fleur went to Fluttershy and began speaking soft and low to her in a comforting voice.

“Applejack!” Rarity hissed as she worked on her. She lifted a small glowgem and shined it into Applejack’s eyes as she said, “Did you HAVE to get whinnying drunk last night?” Rarity nodded in satisfaction as the palomino winced from both light and sound. She looked over at Fluttershy, scraping her forehoof a little faster than before. “And Fluttershy! Do stop doing that, dear, it’s so very uncouth. Besides, you’ll chip your hoof!” Fluttershy eeped and held still. Fleur darted an annoyed look at her. Rarity ignored it as she saw to Applejack.

“Aw, Rares,” she began, and then with a sigh, “I mean, my very dear friend, I did not get ‘whinnying drunk’ last night…”

“I found you collapsed over your bed this morning, snoring like a train, and when we left there was a giant hung-over minotaur on the floor of the lobby who made catcalls after you!”

“Oh, that’s just Asterion, he and I shared some cider last night.” Applejack grinned. “Nice enough guy for a minotaur. Used to be a pro wrestler, now he’s an actor. Told me all about what it’s like being a villain on the stage an’ in the ring…” She gulped as Rarity all but yanked her mane into the style she wanted it to be in. “Hey, no need ta go scalping me!” She recoiled from the maddened look on her friend’s face.

“For that last time,” Rarity said, making a last second sweep of her face and mane and tail styles and dress, “SPEAK. PROPERLY!” Everypony in the room flinched from the almost Royal Canterlot Voice bellow. Rarity stepped aside as much as she could. “Now get going!” To her relief Applejack trotted out. She looked fine despite last night’s debauch. Given that I poured a dozen cups of yerba mate-spiked tea down her throat, she ought to be!

“All right… Fluttershy, are you ready?” Rarity turned and looked at her friend. Fluttershy looked magnificent. Her eyes were wide – at least the one visible from under her mane and sun hat. Fleur stood almost protectively beside her. Rarity frowned and shook a strand of her own mane out of her face. “I said, are you ready?”

“I,” Fluttershy swallowed. A shiver passed along her flanks. “I think, I mean, yes, Rarity, I’m ready.”

“Then go, dear, go!” Fluttershy gave a small jump at Rarity’s snapped command and hurried outside. Even as she did the attendant called out again.

“House of Rarity! You’re on now!”

Rarity smiled in satisfaction as her models hurried off, Yellow Jacket with head erect and bearing herself stiffly, Applejack staying upright and with only some flinching from the lights, and Fluttershy acting like she was entering a dragon’s den.

Everything’s perfect, Rarity told herself as she turned to get everything ready for when they came back and needed to be put into new outfits. Everything’s just perfect. She looked at the instructions she’d given all three before heading out, having written them down last night.

Three flawlessly identical copies for her three models.

Her eyes went wide and then narrowed.

Oh, NO!

She bolted from the room, galloping down the corridor with Fleur in pursuit.

“What’s wrong?” The taller unicorn gasped as she caught up.


“Number 23, Yellow Jacket – GO!”

Yellow Jacket dropped the near-snarl on her face and gave a warm smile as she trotted out onto the runway. As yesterday the rush of sound went over her like the early spring storm winds in Canterlot, along with the emotional feed from so many ponies and griffins and more creatures. It almost staggered her. She held on by remembering her instructions. Now remember, down to the end, and up onto the stand to show the dress off. Just like the first walk yesterday.

She reached the end of the runway and stepped up onto the small revolving stand, lifting one foreleg in a pose as she had the day before. She’d been keeping her empathic senses focused on the back, mainly on Rarity. She flicked one ear as she felt the sudden sharp worry from Rarity.

Bah, she thought. What’s the matter with that mare? I’m doing just fine. A scowl flashed over her muzzle like summer lightning. She felt sudden dismay from the crowd, remembered pictures of the princesses and Canterlot nobles and smiled out over the crowd benevolently. The love and awe came washing back. She all but wiggled in enjoyment. From the corner of her eye she caught sight of Fancy Pants, watching her carefully. She tried to show off his mate’s work as well as her own beauty. Don’t want him to wonder why I’m wasting all her, urrgh, hard work. He might start looking closer. To her amused surprise she felt a thrill at that thought.

It’s been so long since I had to work at tricking anypony. I like it. For the first time in centuries, I feel alive!

The crowd whispered its appreciation. The lights of cameras flashed, from below in the hooves of earth ponies, and from the sides and above as pegasus and unicorn photographers took their shots. They felt coolly professional, but under that she could sense some excitement. It seemed she was making a name for herself.

So much love in all its flavors, Yellow Jacket thought with contented amusement. She made sure to show her outfit, but couldn’t resist flirting with her tail, flicking it up daringly high. Some of those faces watching frowned, other looked intrigued. It felt like sweet-smelling smoke was filling her mind. Heh, this is like the old days in Canterlot after the big festivals, when my hive and I almost felt drunk from the love and joy in the air, and I had to rush back into the hive before…

Something began poking inside of her, down in her abdomen.

Oh, NO!

“Number 24, Applejack – GO!”

Applejack somehow kept a warm smile on her face as she strode out into that loud and bright hall, despite the rumble of midsummer thunder inside her aching skull. Ugh, maybe last night wasn’t such a hot idea after all.

AJ made her way down the runway. She just felt thankful that they were modeling casual around the house clothes – or as casual as these sort o’ ponies ever get – so there was no need for her to go strutting down like it was some formal Lipizzaner dressage. She set her hooves down very carefully as she moved. She kept a formal smile on her face, remembering to treat this like one of Aunt and Uncle Orange’s old parties where you could unbend. Rather than like the hoedowns on the farm or last night at that tavern, where they’d really been able to celebrate.

Thinking of last night and the songs shared with Asterion brought a smile to AJ’s face. She looked upwards, displaying her dress.

And gazed right into a photo-pony’s flash as it went off. It felt like Celestia’s sun dropped right down into her face without warning.

Applejack cut short her angry whinny by biting her tongue against the sudden flare of PAIN!

Nothing, however, could stop the thousands of sparks that left her eyes watering.

Ah cain’t even see! She caught sight of something blurry at the end of the runway. At least she hoped it was the end, she didn’t want to go trotting right over the edge. Blinking rapidly, she cleared her vision enough to see the runway. The ponies beyond it were a blur that slowly began to clear. She forced herself not to snort up into the air at the winged blur that flew away. Dang fool photo-pony! Ah wish ah had ma lasso here, Ah’d teach ya to do somethin’ that dang stupid!

Wait, am I down by the end or not, anyway?

Something revolved before her. She remembered the directions her fussy friend gave her to read. When Ah get down ta the end, hop up on the little stand, freeze, and give everypony a look at this here fancy dress.

So she did so, lightly hopping up onto the turntable stand. The still-occupied stand, blocking its current occupant from jumping back down.

“Applejack!” Yellow Jacket hissed at her. “Get out of here! I’m the pony supposed to be up here! And I have to get away, now!”

Applejack suddenly realized something.

Dangit, Rarity, ya gave all three o’ us the same directions! Her vision cleared, she looked out over the crowd. She recognized Fancy Pants. He looked confused, as did many others. As for the rest, a low ripple of amused whickers began to build steam.

And a shadow fell across her and Yellow Jacket alike as with a sound like the wind catching a particularly large bedsheet,
Fluttershy dropped down atop both of them.

Aw, NO!

“Number 25, Fluttershy – GO!”

I don’t want to, but it’s for Rarity, I have to!

Fluttershy walked out. As with yesterday she kept her mind focused by forcing herself to think about her movements, about displaying her friend’s hard work and not about all those hundreds and hundreds of ponies watching and silently judging her…


The heat of the crowd was enough to draw a faint sheen of sweat from her. She hoped the dress would hide it. The noise of the crowd redoubled as once again she heard her name being whispered back and forth. It reminded her of a breeze through the late summer grass. Of course, she never wanted to cringe at some of the things that breeze said, like ‘unprofessional’ and ‘has-been’.

She almost turned and fled, but forced herself to keep going. She held her breath, focused on what lay immediately before her, on everything but how frightened she felt out in front of this gigantic crowd.

It’s just empty noise, it doesn’t matter. Remember this is for your closest friend. For her I can do it. I can do it.

I can’t do it!

Fluttershy wanted to fly for the nearest exit, but froze when she saw she’d somehow, impossibly, reached the end of the runway. She blushed at the rising whickers of laughter. Embarrassment or not, she didn’t think she’d done that badly. Okay, remember what Rarity said, up on the turntable and show off the dress for one rotation.

And then I can go back behind the curtains and breathe easy again!

That happy thought uppermost in her mind, Fluttershy spread her wings and flew up and onto the turntable –

And on to the backs of Applejack and Yellow Jacket, who seemed to be arguing as they stood side by side on the one-pony-sized stand.

They gave her confused looks that turned to ones of horror at the realization she was standing on their backs like a circus act.

Laughter surged through the crowd. Cameras flashed all around like shooting stars.


Lights! Cameras!
All the time!
Watching what you do!

“No, no, NO! This canNOT be happening!” The marshmallow unicorn pushed through the herd peeking through the curtains at the runway. Some merely whickered amusement. Others didn’t even bother to hide their neighing laughter as Rarity managed to get a peek.

Outside, Fluttershy flared her wings out – thankfully, this dress was made to allow for that – and fought to keep her balance as she stood atop a shocked looking Applejack and Yellow Jacket.

Rarity gaped in horror, threw her foreleg across her face and collapsed backwards. “This is The! Worst! Possible! Thi – OW!” She rubbed her head as she got up from the wooden floor with a groan.

Oh wait, that’s right, I left my chaise lounge back in Ponyville.

And as Rarity felt it couldn’t get worse, it did.

“Hah! Get photos, as many as you can!” Lights flashed as Rarity aimed a furious glare from the floor at Photo Finish, who directed her photographers to get a permanent reminder of this humiliation. The griffin Sky Talon stood beside her, eyes glittering like Nightmare Moon in triumph. Photo clapped her hooves against the floor and chuckled, her accent thickening. “I vill vant to remember this moment for the years to come! Flootershy, never did I, Photo Finish, humiliate you half so vell as your friends haff done!”

Rarity sank back down with a defeated groan.

“Is this the mare my husband told me about?” Fleur looked at her and shook her head. Her horn glowed as she pulled Rarity back to her hooves. “The mare that handled both a Canterlot garden soiree and a birthday party with her friends for hours before being found out?” She turned Rarity around and pointed her horn back at the dressing room. “This is the big time, dear, and you’ll see worse than that before it’s all over. Back to work!”

“No,” Rarity groaned. She stuck her head out between the curtains and looked. “I have to see how this travesty ends.”

Outside, Fluttershy flew up into the air and set down on the runway in what even Rarity saw was a flawlessly graceful landing. As she did, she bowed as graciously to the crowd as a court dancer would before the Princesses themselves. Rarity knew she’d seen it somewhere, but wondered where. She then turned and began trotting lightly back towards the curtains. Applejack hopped down and began following her, a slight sway in her hooves but otherwise looking formal and unruffled.

The whickers of laughter from the crowd began to turn amused but appreciative.

Yellow Jacket dropped down from the stand and shot past them both so fast Rarity wondered if she saw her two friends whirling in place.

Before the mare could say anything else Yellow Jacket raced by her, snatching the unicorn with her magic. Ponies whinnied in shock and flew from their path. Before Rarity could say anything, she heard the door first of the dressing room and then of the bathroom slamming shut behind her. She looked over at the frantic Yellow Jacket.

"Yellow Jacket! Have you lost your mind?"

Golden fire flashed and Yellow Jacket vanished, replaced by Vespid. Rarity tried not to let out a frightened whinny as that face so like and unlike a pony’s shoved into her own.

“We need to talk, NOW!”

You know it’s what you want!
I mean, how could you say no?

Applejack and Fluttershy stared after the vanished unicorns. Fleur got up from where she’d been knocked down. The other models and their attendants hurried to their places in line or started to gossip about what they’d just seen.

Fleur spoke first. “What was that all about?”

“Well,” Applejack said. “When ya gotta go…”

There’s never been a pony
With the guts to go!

“Yellow Jacket, darling,” Rarity said, staring at the Changeling Queen, “just what is the problem? The way you came charging off the runway I thought you were about to run all the way back to Canterlot!”

“I may have to,” the Changeling Queen snapped back. She looked over her shoulder at the door and towards the crowd beyond the curtain. “I, I didn’t think the emotional feed would be like this. I thought I could absorb it without a problem, but added on top of what I and my Hive have consumed since Celestia welcomed Us Topside?” She sighed and indicated her chitin-covered hindquarters. “Well, see for yourself.”

Rarity looked.

And stared.

“I thought you were female?”

“What? I am, you fool mare!” Yellow Jacket gave a chitter-snarl, a soft one. “That’s my ovipositor! I’m going into estrus.” Rarity looked at her in confusion; ponies’ normal time of the year was two months ago. Yellow Jacket rolled her eyes. “I’m going to start laying eggs; in two days at the most.”

“What do you mean, start laying eggs!?!” Rarity somehow was able to lower her voice as she said, horrified, “Right here and now? You can’t, you simply can’t!” Rarity’s horn glowed and blue light warred with a golden glow as she tried to open the door against the power of the Changeling Queen’s magic. “We have a show to put on!” She flinched as Yellow Jacket, Vespid, showed her fangs.

“I know! Just like I know I have to get back out there! But my eggs…”

“Er, can’t you just send them back to Canterlot with a message for your hive to take care of them?” Rarity flinched back at the fierce and yes, protective look Vespid aimed at her. Golden sparks played along her twisted horn as she spoke in a low and fierce hiss.

“I am NOT trusting my unhatched young and the future of my Hive to the mercies of the Royal Equestrian Railways! I’ve seen how they handle luggage!” Rarity had to nod agreement. She fought down a shudder as she did. Whenever she found herself thinking of Yellow Jacket as a pony, something like this happened. The Changeling Queen sighed. “Like I said, I can hold it for a day, maybe two, but no more than that. After that you’ll have to figure out how to smuggle a laying queen and at least a dozen of her eggs back to Canterlot.” She looked back along her body and smiled, fangs gleaming. “Maybe more, two or even three dozen eggs. I haven’t fed so well in years, and the Hive is so weak.”

“Two or three dozen eggs?” Rarity shuddered, as much at the implications as at the sight of those fangs. Yellow Jacket’s chitin-covered flank rubbing against hers didn’t help. “Er, no offense, Your Majesty, but the Princesses may not be happy with this.”

Vespid buzzed her wings for a moment; Rarity remembered her saying once that was like a pony’s shrug.

“Rarity?” Unicorn and Changeling alike froze at that hoof-knock on the door. Fleur said, “Yellow Jacket? Are you both well in there? I have two mares who need to see to themselves and we have to get everything ready for the next trip down the runway.” Rarity heard Fleur’s amused snort as she added, “Maybe this time without unnecessary aerobatics?” She couldn’t see it, but Rarity could imagine Fluttershy’s blush.

“In a moment!” Rarity turned and spoke to the Changeling. “Can you still go on?” At the answering nod, Rarity added, “But what about, er, you know?” She waved her hoof vaguely towards Vespid’s hindquarters. The Changeling Queen just smiled at her and flashed with golden fire right beside her. Rarity closed her mouth against a startled whinny. When it cleared Yellow Jacket looked exactly like what she did when she’d charged off the runway. Rarity dared to glance and saw no ovipositor.

“I can cover it for another day or so.” Yellow Jacket’s horn glowed a soft gold and the door opened. “Now, Miss Rarity, shall we make up for our poor first showing this morning?”

Rarity nodded weakly, her normally elegant mane dangling now, and followed Yellow Jacket out the door. Very well, she thought, now how do I present the “business casual” look I have planned for later?

She looked at Yellow Jacket. The transformed Changeling Queen smiled with great satisfaction.

And, Rarity gulped, and what exactly do I say if one of my models starts dropping eggs all over the runway?

“Number 117, Yellow Jacket – GO!”

To Yellow Jacket’s relief, the next trip down the runway went rather better than the first. This time she went third, after Applejack and Fluttershy. She strutted down to the revolving stand, lightly hopped up on it, and displayed the outfit she wore, a smart saddle with matching saddlebags in Rarity’s colors of blue and white. The crowd seemed pleased and she even heard a few remarks of raise for how well she recovered from the earlier catastrophe. A smile twitched at her muzzle. If they only knew.

She looked across the crowd and saw no sign of Fancy Pants missing him less by his appearance and more by the lack of his distinctive emotional feed, that mixture of endless curiosity and perceptiveness mingled with respect and a businesspony’s awareness of just how well everything was being presented. Yellow Jacket wondered if Rarity knew just how much her work impressed certain ponies here. She couldn’t be sure, but for a moment she thought that Fancy gave her a slight smile as their gazes locked. She bowed her head lightly in response and started for the back as Prim Hemline’s voice rang out over the magically-enhanced megaphone.

“And Number 118 on your schedule, Sky Talon, showing a burnt-gold number with traditional griffin motifs!”

The griffin strode out, head held high and wings flared, trying to look regal but looking more intimidating instead. Yellow Jacket wondered if the crowd felt slightly less impressed with her now than before. Sky Talon’s crest briefly flared in annoyance before she regained control and started down the runway.

The Changeling Queen very carefully kept her smile off of her face.

Yellow Jacket felt the bitterness of Sky Talon’s jealousy on her tongue as they passed each other.

“Nice performance before, dear,” the griffin hissed under her breath as she walked by. The she-griffin cocked an eyebrow at Yellow Jacket in a smirk. “Maybe after you leave modeling you can get a job as a circus clown.”

Yellow Jacket said nothing. What with discovering she was about to start laying eggs after several dry years, finding that destroyed Hive last night, and looking forward to the show tonight, one petty griffin was beneath her concern. She swept past Sky Talon like a unicorn noblemare passing an earth pony maid in the hall. As she did the griffin’s talons flexed and sank into the floor. An angry squawk escaped her beak before she regained control. Yellow Jacket didn’t permit the smile to cross her face until after she went back through the curtains. One of the unicorn attendants toweled the sweat from her as she looked back over her shoulder at the curtains. She’d felt the emotional response out there from the crowd. Sky Talon’s popularity was waning, and she knew it and felt dread.

“Miss Yellow Jacket, ja?” Photo Finish came up to her. Her usual entourage was with her, the makeup artists and mane stylists and all the rest. Yellow Jacket inclined her head in polite recognition and looked around for Rarity and the rest. Must be back in the dressing room. She began heading in that direction, only to stop with an annoyed snort as Photo Finish got between her and it. “Please, my dear we simply MUST talk. Privately.” She didn’t so much as glance at her entourage, but they immediately withdrew as Photo drew Yellow Jacket off to the side, away from the main press.

“Miss Finish,” Yellow Jacket said. Even though her empathic senses gave her a good idea what was going on, she said, “What, exactly, did you want to talk about? I have to get back to my friends and Rarity. We’re done for the day, we’ll be taking in a show tonight and have to get ready…”

“Dot is exactly what I want to talk about,” the white-maned mare said in her affected accent – a blend of old Lippizaner and movie-villain griffin. “About, let us say, your future at your career?”

“My future?” Yellow Jacket dug a little deeper with her empathic senses as she spoke, found a cold ambition there and the same egotism she’d felt all weekend long from almost every pony around her. Not to mention a newfound desire to rid herself of a used-up griffin and get a new superstar. “Why, Miss Finish, how could you be interested in my future? I doubt I may stay in modeling after this.” Beyond Photo she saw Sky Talon returning through the curtains, her long tail lashing and her anger a bitterness on Yellow Jacket’s tongue as she brushed past the attendants. “Besides, don’t you have the greatest model in Equestria working for you right now?”

Photo Finish snorted and lashed her own tail in dismissal. Yellow Jacket wondered what tasted worse to her empathy, Sky Talon’s angry desperation or Photo’s cold scorn.

“Vat? Sky Talon? Once she showed promise, ja, but now?” The mare gave an affected sniff. “She has learned all she can, but not all I can teach. That requires a greater talent, vun which does not depend on,” she waved one hoof as though trying to catch the words she sought, “such frippery as wings and feathers. Her exoticism was all that drew attention, but now that it is played out?” Photo picked up a nearby copy of the Manehattan Times entertainment section, one which showed both Sky Talon’s photo in one column and beside it, a larger one of that crimson-hooded griffin actress Rarity was so excited about seeing at the play tonight. What was her name, Audra? “She has nothing left. Even the simpletons who write criticisms for the paper know that mere appearance is nothing without skill, of which she has none.” Photo gave her a look that Yellow Jacket would have called somewhere between admiring and warmhearted if she didn’t feel the cold calculation and neediness behind it. “Not like you, my dear.” Then, almost imperiously, “Have you any idea of the heights to which you could soar under my patronage, my tutelage?”

Yellow Jacket looked past the self-important mare and caught sight of a furious Sky Talon watching them both. Her beak looked like a butcher cleaver as the light shone along it, and her talons dug chips from the polished wooden floor. The fury coming off her was so hot she shifted, wondering if a fight was about to break out. Instead the griffin turned and stormed off to her dressing room. She looked back down at Photo. The mare’s smile turned a little crooked. Yellow Jacket realized that she’d known the griffin was there all along. Okay, she’s either that brave or that unconcerned what her models think of her. Or that stupid.

“I thank you for your concern, Miss Finish,” Yellow Jacket said to the mare. “But really, I’m quite content with Miss Rarity. And speaking of her, I must be going.” She tried to maneuver around Photo. The mare moved before her, pressing close enough to annoy.

“Vat?” Photo Finish sounded almost comically stunned. “Vy would such a talent as you, a superstar in the making, wish to go with some hayseed mare who is reduced to picking the scraps thrown away by greater Houses such as myself? Who has no staff, no attendants, nothing but herself and one used-up old model to help her?” Yellow Jacket felt a familiar emotional presence show up, and smiled. Photo saw it and leapt to the wrong conclusion. “Ja, ja, you understand? Rarity is nothing, Flootershy a cast-off, and Fleur a broken-down nag reduced to aiding such nonentities simply so she can get a feel of what her life was before she became Fancy Pants’ trophy mare…”

“If she is a trophy,” Photo’s voice choked off as Fancy Pants stepped up beside her, “then she’s one I delight in. And allow me to assure you, my dear Photo Finish,” he said to her in a voice that conveyed nothing but tolerant amusement, “that my dear Fleur would very likely say that I’m her trophy, and not the other way around.” Photo backed away whinnying apologies. Big as she was in the business, Fancy Pants could buy her business several times over and they both knew it. The nattily-dressed stallion simply ignored her to say, “Miss Yellow Jacket, you do remember out offer of seeing tonight’s show? You do? Ah, wonderful! My dear Fleur is with your friends in Miss Rarity’s room. Shall we collect them and proceed to dinner before the theater?” He stepped to the side and indicated the way with a graceful wave of his hoof.

“I would be delighted, sir,” Yellow Jacket said, walking past him.

“Splendid!” Fancy turned to Photo. “Miss Finish. A pleasure to see you and another to be going, as always.” He went alongside Yellow Jacket and they started to leave.

“Miss Yellow Jacket!” The mare snorted and looked over her shoulder at Photo. “Please, remember what you will gain from accepting my offer, ja?”

Yellow Jacket stared, wondered if she should be polite, and then decided.

“Photo Finish,” she said, “first, I doubt my career as a model will last much longer.” Photo showed no reaction, but her annoyance whipped at Yellow Jacket’s empathy. She looked away, feeling the annoyance change to a cold fury as she said, “And furthermore, a mare so wretchedly obvious to recapture the limelight that was once all hers, and so willing as to use her mares to regain it and then toss them away as soon as they falter, is nopony I would ever desire to work with. Good day.” She could hear Photo’s teeth grinding together and hoof scraping the floor as she and Fancy headed for Rarity’s room.

“Rather hard on her, weren’t you?” Fancy said as they walked through the backstage labyrinth. Models and attendants passing by gave them both wide-eyed looks, though Yellow Jacket felt the admiration mingled in with the shock from many of them. “It’s true, Photo was once the pre-eminent model in Canterlot and Manehattan, and it’s rather an open secret that she’s hard on her models – your friend Fluttershy wasn’t the first to leave her – but she’s taken many of them to the very top of their profession.”

“That just makes the crash landing that much harder,” Yellow Jacket said in a dry voice. “I have better things to do with my life than be used by somepony like her.” She thought, smiled and added in a soft voice, “Who knows? Maybe I want to start a family.”

“I’m flattered, but I’m taken,” Fancy responded in such a guileless tone that even Yellow Jacket’s empathic senses were almost fooled by the joke. His next words almost brought her heart into her throat. “Besides, I thought somepony as empathic as yourself, who can read others so well, might have felt a little more pity for Photo and Sky Talon alike, especially when you’ve just discovered you’re with foal.”

Yellow Jacket’s eyes went wide, her ears dropped.

In a somewhat colder tone, the stallion added, “Really, you need to be less obvious in your contempt, or it might affect what ponies think of you.” The cold left his voice. “Oh, and my compliments to you and the father alike. I hope you can catch him before he leaves Canterlot.” He stopped up short as she hurried and set herself between him and the door to Rarity’s small dressing room.
Yellow Jacket stood there amid the backstage traffic.

“How?” She choked. “How did you guess such a thing?”

“My dear, I don’t guess,” Fancy said in the tone of a teacher correcting a student who almost got the answer right. “As always, I observe.” His horn glowed as he removed a cloth from a jacket pocket and began cleaning his monocle. “First and most obviously, your reaction when I mentioned their names. That and when you passed Sky Talon on the runway, I saw a stiffness, a wariness there. To say nothing of your words to Photo. You showed some nervousness, but not aimed at her. Or at Sky Talon beyond her, who looked like she considered violence. You stepped away from them both, but not in a retreat, rather in way that suggested defensiveness. You showed no such fear yesterday.” He replaced the monocle. “That and my dear Fleur told me about your rather loud and quarrelsome conversation with Rarity earlier in the room.” Yellow Jacket felt her ears turn red as Fancy added, “The door muffled most of it, but remarks about ‘children’ and ‘leaving in two days’ were very evident.” He smiled politely at her. “It was all rather obvious after that.”

“Of course,” Yellow Jacket said, stepping aside with a smile that felt only slightly forced. Within she relaxed as they entered the room. Remember how observant he is! He listens and sees and remembers. Of course he’s wrong about my concerns for the “father” but the rest is rather on target. She looked at him with admiration as she remembered that she’d sought a challenge like this, but now that it was here she felt rather uneasy about it. Watch what you wish for. To Fancy she politely bowed her head and said, “My apologies, sir. I suppose I should have been more polite to Photo,” though she couldn’t help adding, “even if I think she deserved to hear that for a long time.”

“Perhaps,” Fancy said, “and perhaps not. In any event, greetings Rarity, Miss Apple and Fluttershy,” he nodded to Rarity and her models. He looked at Fleur, and as their love filled the room Yellow Jacket forced her instinct to feed back down. If she got too much right now she’d probably have to find a nest for her eggs on the way back to the hotel. Fancy didn’t seem to notice. “My dear,” he said, and they shared a nuzzle. He turned to the others. “Now, then, shall we prepare for the show”

“Lead the way, sir, madam,” Yellow Jacket said as she stepped aside from the door.

At least, she thought as the small herd left the room – Rarity and Applejack still dismayed for different reasons and Fluttershy feeling almost panicky; Yellow Jacket stepped alongside her and pressed against her flank in support, for which she got a shyly thankful smile in return – at least, for tonight, nothing can go wrong. Just a fun show and a happy audience to feed on and who knows, maybe I’ll even find a lost ling there after all!

And why do you run away?
It’s everypony’s dream
To be the star in outer space
Where nopony hears you scream!

Sky Talon seethed. Photo Finish’s attendants who saw her hurried from the she-griffin’s path as she stalked into her private dressing room, eyes blazing and feathered crest half risen in anger. They could well remember what had happened in the past to those ponies foolish enough to say anything to Sky Talon when she was in this mood.

With a kick of one powerful hind leg, Sky Talon sent the door crashing shut behind her. The slam reverberated through the small room.

“How dare she,” she half snarled. The griffin went to her dressing/makeup table, poured out some Crystal Empire icewine into a crystal bowl decorated with scenes from Equestrian history and lapped it down. The stuff cost more than most ponies made in a month. Normally the cool drunk calmed her; today it only reminded her of everything she stood to lose if – make that when – Photo Finish cast her aside.

“HOW DARE SHE!” She near shrieked as she tossed the bowl into the corner to shatter and began to pace around the room, like a cat in a cage.

“I was Finest Silk’s best model! The most exotic and magnificent griffin to come down from the Vanhoofer aeries and got famous among these pony dweebs! Sky Talon, Supermodel! I did better here than I ever could have in the aeries! Making the bits talon over claw! Noblestallions would clamor to be seen for just an evening with me at their side!”

She looked at herself in the myriad of mirrors, the finely-groomed golden feathers, the honey-brown fur – and the baleful yellow eyes of a furious griffin.

Then after that little yellow-and-pink butterball runs from the business like a panicking PONY Blue shows up, says she can make me even greater, I break contract and jump to her house, and now? Now I’m about to get tossed because she thinks she’s found somegriff better.

That miserable Yellow Jacket mare. What’s so special about her? Okay, so she knows how to react to the crowd, so what? How many times did Photo tell me “models make ze crowd feel vat they vant zem to feel”?

Next to the table and mirror stood a giant scratching post. She attacked it with her talons, wishing she had something to eat, preferably something bloody or still alive. That always relaxed her. Why did you ever do something this dumb?

The scratching post, as always, did not answer. Sky Talon stalked over to a pile of cushions like a giant cat bed and laid herself on it. It flumped softly under her. Beak propped up on her foretalons, she began to think.

If I go back home, I either end up some noblegriff’s first wife – if I’m lucky – and have to raise half a dozen squalling grifflets. She shuddered, remembering her own brawling family and how glad she’d been to escape them. Or maybe with some noblepony who wants an exotic trophy wife. I can’t go with any real House in the business, not after ditching Finest Silk. That leaves me appearing at Barnyard Bargains Grand Openings to help sell somepony’s junk… She shuddered even harder. Or trying for acting, and that sucks, or…

Desperate, she cast her gaze around the room. Her own private room, something very few models in the business had. Her predatory gaze wandered over everything – the fine clothes on the racks, the shredded scratching post, the shattered remains of the crystal bowl, the vanity piled with the jewelry she’d worn onto the runway, glittering crimson and emerald and saffron and white like frozen stars, a copy of the Manehattan Times…

Her gaze locked on the latter. Getting up off the cushions, she strode over and looked down at the entertainment page. One column bore a picture of her; the other, the picture of a second she-griffin who as attractive and elegant – well, almost – as herself.

A griffin who bore the obvious stamp of the Vanhoofer aeries in the style of her crest, her beak, her poise, everything about her.

Sky Talon picked up the paper in her talons, checked the name and short bio. Audra von Adler… Appearing in that dopey pony play… Yes, she IS from Vanhoofer!

The golden griffin tapped one talon against her beak as she thought of some of her aerie’s customs. Both from Vanhoofer… Same flocks, same territory… She’s just an actress, I’m flock kin to a clan matriarch… Distant kin, but I still outrank a mere actress…

A plan began to come to her.

Appeal of flock against the Other, griff to griff. I can get her to help me chase that one-horned skank off. We’ll fly her up high enough to make the city look like a toy, ask her how badly she wants to walk away in one piece, and… As long as we only scare her and don't cause any permanent harm...

Sky Talon gave a little shriek of griffin amusement. She wants a real Von in her name, I can tell her she’ll get one for helping me. She smirked. And she’ll get it after I marry her off to one of those lame-o cousins of mine. We’re from the same flock, same aeries, same territory. She’s an actress, I’m kin to a clan matriarch. She has to help me if I order her to.

A hesitant tap came from the dressing-room door. Sky Talon hissed. One of the entourage. Blue would have just barged in. She went back to the Times.

Rescue at Midnight Castle, the Hippodrome on Bridleway. Blue’s going to be showing me off at the clubs again tonight, “Ve haff some ting at ze place!” Worst accent I’ve ever heard. I should be able to ditch her and check in with this “Von Adler” or whatever her real name is. Shouldn’t take more than an hour; Blue will be so busy yakking about herself and “Making ze Magics!” she’ll take that long to realize I’m gone.

She set down the paper and spoke to her reflection.

“Isn’t this a brilliant plan? You make me glad I thought of it.” She simpered at the golden griffin in the mirror, batting her eyes. “Yes, I know I’m magnificent. And I am going to stay on. Top!

The Third Night: Trouble at Midnight Castle

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Chapter 7
The Third Night:
Trouble at Midnight Castle

“I think I can promise you all,” Fancy Pants said to the four splendidly-dressed mares sharing the carriage with him, “a night you’ll never forget.”

Rarity smiled but grimaced inwardly. She remember hearing words like that the night of the Grand Galloping Gala. That night had indeed been unforgettable, in ways she wished she could forget. A glance around the inside the opulent carriage showed her friends must remember that night as well. Applejack looked over at Flutteshy, who fidgeted on the plum-colored velvet seat cushion.

She hoped Fancy and Fleur didn’t catch it and think they were being ungrateful.

And Yellow Jacket? She looked out the windows, her golden eyes trying to take in Bridleway as they rolled along, from the gas street lamps to the glowgem signs to the magically-generated illusions. Light glittered off the chrome of the theater signs and shone over the crowds assembled outside the approaching Hippodrome Theater, one of the oldest in the city.

The two liveried earth-pony chauffeurs pulled the carriage into the knot of cabs and carriages before the theater; even from inside Rarity could hear the excitement from the milling herd as they waited to see one of Equestria’s oldest and most popular stories. She shared in it – she would be seeing the show along with one of the best-known nobles in Equestria, sharing it with her friends, and then they would be talking to the star herself afterwards!

That thought made her look up at the poster hanging above the entrance. Audra von Adler gazed down from it, dressed rather more impressively than in the play itself, her gaze almost hooded as she looked over her beak. Rarity wondered how many of the young stallions outside were coming as much to see Audra and some of her mare co-stars as for the story itself. She wished she could have brought Sweetie Belle here to see this. Her hoof brushed a crude necklace where a roughly-set piece of barely worked amethyst showed at her throat.

At that moment she felt something like a feather-light touch against her, her self was the only way to put it. She looked over and saw Yellow Jacket smiling at her, looking sated. Rarity smiled back and turned to look back out the windows, fighting down a shudder. Not a pony, something that looks like one…

“It is a shame your little sister isn’t here to see this, isn’t it?”

“What?” Rarity looked at Fancy in surprise. He smiled at her as Fleur nuzzled him. Applejack and Fluttershy both looked away from their own window at her, curious. From the corner of her eye she caught what she could only call pleased wariness on Yellow Jacket’s face. Then Rarity smiled. “Oh, let me guess, you noticed me watching the play and then touching this,” she tapped the necklace, “and the, I suppose I can say wistful look on my face?”

“Indeed.” Fancy’s smile turned a trifle more genuine. “Always a pleasure to deal with somepony who doesn’t just see but perceives what is before them, and who notices the details. First, that necklace doesn’t match your other jewelry at all…” Before he could say more Fleur spoke.

“Yes, dear.” She ruffled his mane gently with her hoof. “But please do remember that we don’t need a running commentary all through the play on just where the actors came from or what troubles may be brewing backstage. Besides, we’re here.”

He looked comically wounded as the carriage came to a halt against the curb, directly before the entrance marquee. The liveried Diamond Dog dismounted and opened the door.

“Lord Fancy Pants? We’re here, sir.” His voice was Diamond Dog, rough and growling, but his accent was that of a Canterlot butler. The Diamond Dog – what was his name, Asta? – stood outside, somehow shaggy and immaculate at the same time as he said, “I must add sir, that despite my worries of arriving late we made good time, even with these fellows.” Rarity heard tired snorts from the carriage ponies, but they held their heads high.

“Lord Fancy, Lady Fleur,” Asta said as he unfolded a small ramp to aid them in getting out. After they left, he said to the others in that rough growling voice, “Countesses Lippizan, Appleloosa, Caspian, Lady Yellow Jacket,” as Rarity got out, her horn glowing like Luna’s moon as she lifted her royal purple and cream dress clear of the street, followed by Fluttershy in the ebon cape-dress and long-plumed hat she’d worn to that first Photo Finish shoot and Applejack in a reworked version – hat and all – of the dress she’d worn so long ago for that catastrophic Gala. Yellow Jacket got out last in a black-and-gold saddle-and-cape that matched her coat and mane. The Diamond Dog looked at Fancy Pants, saying, “Shall I and the local help await you and Lady Fleur here, sir?”

Rarity glanced beyond him and saw several other carts stacked up along the street sans crews, most of them smaller than the one they’d arrived in. One or two of them had liveried ponies with them, striving not to look hungry.

“No, Asta, that’s all right,” Fancy said. His horn glowed and a few shining bits floated from his cash purse into Asta’s massive paw-hand. Another pair floated over to the carriage ponies, who took them with their teeth. “We should be several hours. You and Long Haul and Proud Step can go and get something to eat and drink.” He indicated the nearest corner. “I’ve been here before, there’s a place for drivers and carriage crews around that corner. You can get some warm food and cider there.”

“Certainly, sir. Thank you, sir,” Asta rumbled. He turned and began to help the two earth ponies out of their harness. As he did Rarity’s own horn glowed and she magicked a few of her own bits over. He looked at her, curiosity filling his dark eyes.

“Oh, and here,” she said, “give these to those ponies there. They deserve to have dinner while they wait as well.” He nodded and stalked over to them as Rarity turned back to see Fancy and the rest already entering the theater.

Let this be a peaceful night, Rarity thought as she passed from the cool dark of Bridleway into the atrium of the Hippodrome with its golden chandeliers and subdued roar of a hundred eager conversations and the heat of the assembled ponies and griffins and even a minotaur here and there rushing against her. I really think we deserve one for once.

# # #

Good feeding ground, Yellow Jacket thought as she looked around, “grazing” on the anticipation and excitement of the milling herd. Where are the other Changelings?

Yellow Jacket looked around and over the crowd about her, alert for any scent or empathic signature of Changeling. She saw much the same sort of crowd one could see at a large event in Canterlot, though here earth ponies predominated as compared to the unicorn-heavy herds of the capital. But that aside it was much the same, fine clothes and dresses, gorgeously trimmed saddles and manicured hooves thudding softly against the carpeted floor. Even the sense of expectation was much the same, though here it wasn’t aimed at the Princesses.

Yellow Jacket caught hints of it as she trotted through the crowd along with Rarity, Fancy and Fleur, and the rest. They followed a smartly-dressed usher as he lead them to the stairs that would take them to their, or rather Fancy Pants’, usual reserved box seat.

“The show of the year, the Times said, and Audra von Adler is amazing…”

“Been saving for weeks to see this! Er, don’t tell my date though, she still thinks I’m from some new merchant noble family…”

“Seen it three times, and I tell you, the applause almost brings the roof down...!”

“Yellow Jacket! Hey, psst!” Applejack stepped up next to her and said in that accent of hers, the Manehattan one, “My dear, let’s hurry and find our seats, shall we?” She indicated the refreshment stand. “Unless you’re hungry and want to partake…” Her jaws shut with an audible click as she remembered just what Yellow Jacket ate.

She smiled at the look that crossed the palomino’s face.

“Don’t worry, ‘dear’,” Yellow Jacket whispered to her, “I won’t be eating anypony.” A faint whiff of something registered to her sense as they passed an almost-hidden door made to look like part of the carved wooden walls. She stiffened, only to relax as she realized the scent to be only a trace, and over a year old. But I’m right, Changelings have come here in the past.

“What, is something wrong with that door?” Applejack said as they passed it. “Don’t let it worry ya, I mean,” she quickly added at a hard look from Rarity as she trotted before them both, “It’s so the staff and sometimes the performers can move freely through the theater with nopony noticing. Dear Aunt and Uncle Orange explained that to me when we visited here years ago.”

Yellow Jacket nodded but still eyed it as they passed by. It reminded her of Hive Vespid’s old tunnels beneath Canterlot, with adits emerging all over the capital. Even a couple in Old Town near the Castle, going up into the basements of the Canterlot Opera House. A Changeling could easily use those to hide a quick shapeshift, or to find their way back after loading up on emotions for the Hive.

By now they were making their way up to the box. Yellow Jacket could feel a ghostly emotional residue from who knew how many generations of ponies emanating from the walls, excitement and fear and joy and tears. She wondered how long this place had stood and asked Applejack beside her.

“Ya got,” she coughed, shook her head. “I mean, I’m not sure. The history of the theater isn’t my strong suit.” Rarity looked back as they spoke, with Fancy and Fleur passing through a curtain before them.

“Oh, I read about this years ago when I was attending finishing school,” she said. “It’s the oldest in the city, as old as the Canterlot Opera House, and like the Opera it’s been rebuilt and expanded again and again.”

Applejack smiled while Yellow Jacket nodded for her to continue. “Stories about secret tunnels, sealed-off basements, ponies getting lost in haunted passages beneath the Hippodrome, if you want to believe them.” Rarity hurried inside after Fancy and Fleur.

“Really?” Yellow Jacket looked around the hall. She remembered that minotaur’s maze of passages beneath the Canterlot Opera, and how in better days her Hive used them both to feed and to make their way Topside in secret, hidden among the herds of ponies using the building. And if her sense of direction was playing her true, she should be standing right above those Hive tunnels from last night?

“Oh, Miss Yellow Jacket, are you alright? I mean,” Fluttershy blushed and half hid behind her long mane as Yellow Jacket frowned, “Not that I want anything to be wrong, and…” Her voice trailed off as she looked at her silk-shod hooves. Yellow Jacket gave an annoyed snort. Fluttershy looked like she wanted to sneak away, embarrassment and fear rolling off her like a choking cloud. Applejack went to her friend and spoke low and soft to her, comforting the little yellow pegasus. Her fear decreased, a little.

Yellow Jacket wondered how this painfully shy mare ever found the nerve to stand before the crowds at Dressage Hall, and wondered why her friends put up with her. The changeling queen fought down her irritation and reminded herself to tell Rarity about her friend’s increasing worry and stress before something went wrong.

Past her and Applejack she saw the usher slip past, heading for another one of those half-hidden doors. As it opened and went inside she froze at the sudden smell. One subtle enough to be missed by ponies, but to a Changeling?

“Say, Yellow Jacket?” Applejack stepped up alongside her and whispered in her normal speech patterns, “Hey, bug lady, y’all okay there? Yer lookin’ a little spooked.” Fluttershy raised her head at those words, and Yellow Jacket felt concern from her, warm and real. She looked over at the door as it closed behind the usher. Meanwhile Applejack said, “Them stories r’ just scare stories for foals, ya can’t really get lost forever in here…”

“It’s not that,” Yellow Jacket said as she took a step towards the door and the passage beyond. She wheeled on them both. “Look, ah, I may have to miss the opening. I think I need to use the little filly’s room.” She hurried back down the hall towards the stairs. “Give my apologies to Fancy and Fleur and Rarity. Don’t worry, I’ll be back!” Before they could say anything she hurried off, rounded the corner, and waited silently there until she heard them passing the curtain that lead into Fancy’s box. She looked around, “felt” with her empathic senses.

Nopony nearby. Good.

She slipped through the hidden door into the service passage beyond, shucking off the capelet – she’d chosen it for easy removal – and stashing it among a stack of cleaning supplies. Golden fire flashed and an elegant unicorn became a bay earth pony mare with choppy olive mane and tail.

She’d smelled a Changeling’s scent, a fresh Changeling scent, and she was going to hunt it down and find out just where her folk could be found in this place. And if a Hive still lived here.

No matter what.

# # #

“Dears, just where were you?” Rarity hissed to her friends as they returned to the box seat, Fancy and Fleur sat at the left, leaving the center and right-flank seats to Rarity and her friends. Below their box, the musicians in the orchestra pit struck up the traditional five-note opening to “Dream Valley” while the lights dimmed and the audience’s whickers and whinnies faded.
Rarity looked past the palomino and pegasus. “And where is Yellow Jacket? She’ll miss the opening scene!”

“Well,” Applejack said, rubbing along her mane as she slipped in beside the unicorn, “she said she needed to take care of something. She’ll be back.” Fluttershy slipped in beside her and removed her hat, the plumes rustling.

“Well, I hope so,” Rarity sniffed. “It would be a shame to miss the show; to say nothing of insulting our host…”

She fell silent as the curtain and music both rose, revealing a backdrop of a lovely sunlit valley. Amid foreground scenery, several mares wearing nothing more than bows on their tails romped with the innocence of foals. Rarity saw smiles go across the faces of her friends as they saw two earth ponies in particular, a clumsy palomino with a bunch of seven apples for her cutie mark, and a shy pink-maned champagne with three flowers marking her flank. The next moment the smile froze on Applejack’s face as the palomino onstage greedily eyed some apples, made for them, and tripped over her own hooves. Her friends laughed, as did the audience, as the five repeating notes of “Dream Valley” segued into the first musical number.

Who’s a silly pony?

You’re a silly pony!

Who is? You is!


Beside Rarity, Applejack pulled her Gala hat – a decorated twin of her usual Stetson – down over her face. The unicorn patted her friend on the hoof. Applejack gave her a wistful smile.

“Ma, I mean my mother, used to sing that song to me when I was just a foal,” she whispered, sounding sad. “She told me she loved it and the story so much, she named me after it.” Then the wistfulness gave way to a whicker of amusement. “Granny Smith told me she wanted to name Big Mac either Scorpan or Spike, but Granny and Pa put their hooves down on that.”

Running into gates

And knocking over fences –

Who is? You is!


AJ fell silent as more ponies appeared in the spotlights, including a unicorn resembling her friend Twilight’s mother and a pink pegasus with Rainbow Dash’s attitude. As the recolored Twi and Dash engaged in some dialogue, the seven-appled Applejack played the comedy relief behind them, tripping over another bushel of apples she tried to snitch a bite from. Whickers of laughter rippled through the audience, to be replaced with gasps as thunder rolled and monstrous stratodons dove from above to attack. They looked real enough to elicit a gulp from Fluttershy. Rarity wondered if they’d somehow gotten real dragons for these roles or if they went with the usual illusions and magically disguised griffins or pegasi.

Wonderful so far, Rarity thought before she looked around, annoyed. But where is Yellow Jacket? She’s missing everything!

# # #

Yellow Jacket shivered as she felt the excitement and fear of the audience along with the sound of their whinnies through the intervening walls. The sound rose and surged outside like storm winds. She ignored it and kept searching. She felt that Changeling around here somewhere. She would find them and make sure they understood that they – and hopefully the others with them – didn’t need to hide any more, they could return to Canterlot with her and…

“And what are you doing here?”

Yellow Jacket snarled at herself as she realized just how distracted she’d become. She’d walked right out into the backstage area, where they were getting the next scene ready – some storybook version of an evil sorcerer’s castle, with backdrop and flats of dark stone walls and a gloomy throne atop a dais. Seated astride that throne and looking down at her in amusement was a great dark minotaur with immense horns, costumed and masked in red. Slightly further away four ponies, one of them looking like Applejack, hurried to their marks before the minotaur’s throne, fake shackles shining on their legs. Through the curtain came panicked whinnies amid hoofbeats and savage roars.

And looking at her in rather less amusement, a roan mare with a short-cut brown mane and tail in a beret and ascot over a blouse. Yellow Jacket felt her glare through the dark glasses covering her eyes.

“I asked you,” she snapped in a voice as chilly as Prim Hemline’s, “What are you doing here?”

“Oh, sorry,” she said. “I, ah, I’m new here, this is my first night.” She dropped her gaze, put on a persona of 'new and shy employee'. She was about to apologize and then leave but the mare stepped forward with a snort. On her blouse Yellow Jacket saw a small badge reading Stage Left and under that, Assistant Director.

“Well, you’re not supposed to be back here,” she said. Her eyes narrowed. “Or are you? Sidestep is out sick, due to trying to keep up with somepony last night.” She aimed a glare at the minotaur, who grinned beneath his crimson half-mask before returning a stern and merciless look to his face. Turning back to Yellow Jacket, Stage Left snapped “You his replacement?”

“Huh? Oh, yes,” Yellow Jacket said. The soup of warring emotions from both audience and cast, with pride and worry dominating back here, left her unable to get a real fix on anypony not standing right by her. Past Stage Left she could see a few more odd creatures hurrying up, greenish scales on the exposed parts of their faces and bodies and nasty-looking spiked barding covering the rest. She had no idea what this mare was talking about, so she said, “I’m her replacement for the night, so I’ll be going now and…”

She whinnied in shock as Stage Left snatched up a battered looking horned helmet and slammed it down over her head.

“Go? Now? If you’re replacing Sidestep then you’re a guard! You’re on in two minutes!” She whistled at two of the stagehooves, who hurried Yellow Jacket into another set of barding.

“You were supposed to be here at least two hours ago!” Stage Left went on. “What’s the matter with that agency, best show in Manehattan and they treat us like some high school performance, they’re gonna get such a letter from me… Where’s Pierce at?”

An azure unicorn hurried over as she spoke. His horn glowed cyan and Yellow Jacket felt an illusion spell against her chitin-turned-coat. She looked at herself to see green scales and wondered if she dared shapeshift while under the spell’s cover. Even as she wondered Pierce floated up a makeup kit and quickly applied a thick coat of some green greasepaint to her face, a focus for the illusion to help maintain it.

Yellow Jacket gagged. The stuff reeked to high heaven. She couldn’t smell Changeling – or anything else!

“Stop complaining and stand still!” Stage Left snorted as she pointed her hoof off to the side. “Just stand there, hold a spear, and look mean, if you know how!” Stage Left looked ready to say more, but the inner curtain began to rise. Stagehooves galloped, swapping foliage and a basket of apples for stone-and-spiked-iron foreground scenery. “Places, everypony!”

Wondering why the Tartarus she was doing this, Yellow Jacket hurried to the side of her fellow “guards”, spear in hoof, aimed a murderous look at Stage Left where she stood out of the audience’s line of sight, and stood perfectly still as the outer curtain rose on an auditorium filled with excited ponies.

Spotlights shone down on them, sickly green on her and the other guards, highlighting the color of their makeup and the illusions, and crimson on the mighty Tirek on the throne.

And somewhere in the backstage chaos, one other Changeling.

# # #

“Nice play so far,” Applejack said as the curtain rose on Midnight Castle for the second act. So far they’d seen the first few ponies be snatched away by Tirek’s monsters and the pink pegasus Firefly volunteer to bring help from “a far and distant land” – the pegasus version of the story. “They coulda shown how it really happened, though, and sent one of the earth ponies to gallop out past the edge of the world to bring Megan.” She fell silent as Rarity set her program across her lips.

“Dear, please, let us not go through all of that again!” She turned and looked at the stage, now made to resemble a dark and fearsome castle. Too much like the Castle of the Sisters where they’d faced down Nightmare Moon over two years ago. AJ shifted uneasily in her seat. Fluttershy shivered. Judging by the audience’s hushed reaction, they felt impressed too. Rarity alone seemed unaffected.

“Oh, dear,” she murmured. “Those guards look barely convincing. The illusions disguising them could have been better done. Especially on that one off to the side; see how she keeps rubbing at her nose? And if only Yellow Jacket were here,” Rarity said. “I don’t understand how she could be so ungrateful!”

She fell silent as the minotaur Tirek began to speak, his voice a rumbling bellow that would have impressed Princess Luna.

# # #

Yellow Jacket fought to keep her muzzle from twitching. Now only did that makeup stink, but it itched. She wondered how her fellow “guards” kept from reacting to it as “Tirek” gave a fearsome bellowing speech to his underling, a pegasus costumed as a rat-faced and bat-winged creature, before unleashing his “Rainbow of Darkness” on “Applejack” and the other ponies, turning them into hideous monsters.

Judging by the excitement from the audience, drowning out all the other emotions she could have traced, it looked truly impressive to them. Yellow Jacket kept her own eyes on the spell-casting unicorn Pierce, who coordinated the illusions of both the rainbow and the transformations with another three unicorns. She smirked to herself to think that if she could ever get some Changelings onto the stage, they could have done something even more impressive.

“Hsst!” The guard beside her leaned over very slightly and hissed, “No smiling. We’re the bad guy mooks, remember?” Past him offstage, Stage Left gave her a her a nasty glare. Yellow Jacket wiped the smile from her face and tried to look stern. The scene went on a bit longer, with Tirek proclaiming that he would not stop transforming ponies until he had enough to bring about the night that would never end, eliciting a few boos from the younger ponies in the audience as the curtain lowered. By the way his voice seemed to fill the gigantic theater, Yellow Jacket wondered if he’d been cast as much for his lung power as anything else. As soon as the curtain closed off the view of the audience everypony burst into action, raising the castle backdrops and flats for a set more suited to a farmhouse.

“Okay!” Stage Left said as she hurried back onto the stage. “Now everyone get ready for the next scene! Make sure that Audra and Firefly are in place.” She cast her eyes towards the ceiling as she did. Yellow Jacket looked and saw dim figures on platforms set above for the use of winged performers. On one she glimpsed a bright pink-coated pegasus and a reddish griffin, the latter dressed like what somepony thought farmers should look like.

Actors and stagehooves hurried to their places. Yellow Jacket began shrugging out of her armor, hoping she could get somewhere to wipe this junk off of her face. She stopped as Stage Left wheeled on her. “And you, you amateur,” she snorted, “What is the matter with you? I saw you grinning like a fool during the scene; what do you think this is, some foal’s production? If we weren’t so short-hooved, I’d throw you out and…” She broke off as “Tirek” came over.

“Aw, cut her a break, Stage,” the costumed minotaur rumbled like a friendly thunderstorm. “She’s just new at it, ain’t ya?”

Yellow Jacket looked up at his immense height and nodded. Anything provided she got out of here and got back to searching for that Changeling! The minotaur nodded.

“See? What did I tell ya?” He gave Yellow Jacket a resounding slap on the back. She staggered and grinned weakly, wondering if her carapace might be cracked. “She’s just a little green. Or maybe a lot right now, heh.”

Stage Left just sniffed. “Whatever, if she can’t handle her end of it, then we don’t need her here. Un-der-stood?” She directed the last comment at Yellow Jacket. The Changeling Queen bit down on a desire to take her true form and snarl right into the mare’s face. Instead she nodded. The roan turned away and said, “Okay, guards out of uniform and back to makeup, we need you for the sea ponies scene…” Somepony asked a question and she snapped back “No, not into the storage tunnels below the stage! You’d get lost down there with it, and we need those sets more than we do you!”

As she spoke, stagehooves pulled the line of background extras offstage, stripping off their barding as they went. Hanging back, Yellow Jacket saw an opening and slipped away into the backstage maze of curtains and stage gear.

Alone between two piles of sets, she shucked off the spiky bits and flashed through another shapeshift, this time into a stagehoof, the nondescript grey stallion form she used when blending into a herd. The shapeshift should have dispelled that FX unicorn’s illusion, but she checked to make sure. Grabbing a random cloth, she made sure the makeup was gone. She sniffed. No good. Her nose still felt blocked up. Then slipping away like “he” belonged there, the Changeling Queen joined the team of ponies hauling stage gear away and into the back. Once there, she’d duck down into the tunnels beneath the theater and hopefully find her changeling.

She aimed a glare back at Stage Left. And you better hope you don’t run into me again! Harridan!

# # #

“Okay, everything ready?” Stage Left looked up at the greenroom platform where Audra and “Firefly” were in position; the assistant stage-manager on the platform with them gave her the “ready” signal with a forehoof. Thanking the Princesses that at least they were pros, the director turned back to her section of the stage. Actors accounted for? Everypony on marks? Curtain in ten… nine… eight…

As Stage Left hurried offstage, something caught her eye between two stacks of sets.

Wait! What’s that?

She checked between the two stacks of sets. A discarded guard’s costume, some wrapping cloths smeared with green greasepaint, and hoofprints leading off towards the ramps to the storage basements.

She stalked off into it, ears down and snorting in fury.

“That does it! She’s in more trouble than she can imagine now!”

Behind her, Audra’s voice came from the stage, griffin lungpower projecting to the far reaches of the audience.

“So this is Dream Valley? I thought you told me it was besieged by monsters…”

# # #

“Begging pardon, Miss Rarity, but just where is your friend Miss Yellow Jacket?” Fancy Pants added in a politely concerned voice, “Perhaps we should try finding her?”

“Oh! No, no, I’m sure she’s fine. Probably just got a little lost, the silly dear.” She looked back at the stage, where a red griffin costumed as a farmpony began to speak, expertly directing all attention to herself,

At least she’d better be!

# # #

Yellow Jacket gave the other stagehooves the slip about three storerooms in. Ditching her share of stage gear, she started searching the dungeon maze beneath the Hippodrome.

Dark and dank, a forest of stone pillars and overhead vaults with only the occasional dim glowgem casting shadows into the darkness. And stacks of old props, suits of half-broken barding and weapons, crates spilling over with costumes and props from forgotten shows, even a moldering poster against some rear wall of some blue unicorn mare in silly hat and cape.

Room after room, pillar after pillar, moving slowly to give the other Changeling time to sense her and follow. Once she thought she heard somepony following her, but the hoofbeats stopped when she did.

Two levels down, she found the first hidden adit, a Changeling-dug tunnel that had to lead down to the dead Hive chambers from last night. Just like Ours into the Opera House.

An unused adit, an empty tunnel, a vague scent, none of the empathic feed of a living Hive. Only one changeling. In the tunnels of a theater over a dead Hive. What, then? A straggler? An orphan, hiding?

She smiled as a thought hit her. If so there would be an easy way to make sure the strayling knew of her. Just take her true form on and put out the empathic and pheromone surge of a Hive Queen calling her Hive to her. If that noise she’d heard before was the Changeling, this whole task could be done in moments.

She frowned as she looked around the sub-basement, occasional glowgems penetrating the ghostly darkness. The flow of scents from above told her air was flowing, but even so it’d be hours before the smell permeated the theater. Would the lost Changeling be able to follow it to her?

She shivered as another thought struck her. Or is this one a scout for another Hive or Swarm, like Chrysalis’? The Princesses told me she’d been driven off by that magic blast; they never found her body, despite all those scouting expeditions. If she was killed. All Changeling Queens descended from one Discord-cursed Alicorn Minor, and had the toughness of an Alicorn Minor. That magic blast was fueled by an Alicorn Minor, not an Alicorn Major. And Chrysalis had been powered-up to a level where she could duel an Alicorn Major, the Sun Princess herself. So she was probably still alive, somewhere in the Wastelands.

And I doubt she’d be willing to give up on a prize like Equestria so lightly. And if this one is, do I dare announce my presence? In Secrecy lies Safety…

But if the surge is strong enough it can overwhelm their loyalty… I’m here and Chrysalis isn’t, and I can get them back to Canterlot and my Hive until they ‘convert’ completely and molt into our carapace colors. And an orphan or straggler will come right to me!

If I’m right. If.

She sighed.

Only one way to find out.

She walked to the center of the room, planted her hooves firmly, and took a deep breath as she began to take her true form. Judging by the whickers of laughter above the play was in one of it lighter scenes.

Golden flame consumed her and she stood in the center of the darkened room, a Hive Queen in full glory. She put all her strength into a full surge, almost tasting her own scent as it filled the room and the emotional call to any changeling within reach: A Hive Queen is here! Come and present yourself to Her!

Okay, she thought as she looked around. Any reaction?

A burst of raw terror hit her from behind along with a wild scream.

# # #

Onstage, a griffin and several ponies costumed with illusory fish tails “swam” in mid-air before a shimmering underwater backdrop, held aloft by wires and offstage unicorn spellcasters.

Call upon the Sea Ponies when you’re in distress!

Helpful as can be ponies – simply signal S-O-S!

When you find you’re past the drift –

“Blast it, where is that Ch-mare?” Rarity quickly covered. Thankfully nopony seemed to have noticed her gaffe. “She’s missing everything and…”

With a shriek a mare dressed in the attire of a stage director charged across the blue and green-lit stage, beneath a stunned Audra/Megan and the actresses portraying the Sea Ponies; both actors and orchestra froze in mid-song.

“MONSTERS!” The screaming roan raced through the scene, ears down and eyes rolling wildly. “MONSTERS IN THE THEATER!” She vanished offstage, and shocked whinnies and neighs rose. The actors onstage resumed the scene right where they paused.

– and haven’t got an oar

Call upon the Sea Ponies! They’ll get you to shore!

Shoo-bee-doo! Shoop-shoo-be-doo!

“Huh,” Applejack’s normal voice sounded beside Rarity. “Ah guess ah wasn’t the only pony that ever found them sea ponies an’ their singing ta be almighty creepy.”

Rarity just facehoofed with a groan.

# # #

Backstage, Stage Left was taken away between two stagehooves, shivering in fear and muttering about some horrible burning dead-looking monster in the chambers beneath the stage.

Asterion, still costumed as Tirek, looked at “Twilight” and grinned below his crimson half-mask.

“Guess somepony saw one of the theater ghosts,” he said with a chuckle like rocks rolling together. “You said that was good luck here, right? It is for me, anyway.”

“Twilight” just rolled her eyes with a sigh.

“Fine,” she grumbled. “She cracked up, just like you said. You’ll get your bits after the show.”

# # #

In the hidden service passage, a bay earth pony mare with a choppy olive mane pulled the black-and-gold capelet from amid the cleaning supplies and levitated it on like a unicorn. A flash of golden fire and she was Yellow Jacket again. A quick empathic check of the corridor beyond, and she slipped through the hidden door and headed for the stairs to the box seats.

The door to Fancy Pants’ box opened and the statuesque golden unicorn stepped in. The ponies within kept their attention fixed on the stage – except for Rarity, who gave her a furious look.

“So,” she whispered as she sat beside Rarity, “did I miss anything?”

“Not much,” Applejack whispered. “Just two-thirds of the show.”

“Not for lack of trying!” Rarity hissed, “Now sit down and be quiet! Ponies who talk during a performance go to the special layer of Tartarus!”

The stage was red-lit and those stone-wall flats for the castle were back down again. Tirek, his face half-covered by that red metal mask she’d seen him sporting before, held a bag in his massive hands as he called forth the draconic monsters that had once been ponies. An illusory blast of black erupted from the bag, arched over the stage in a rainbow of darkness, like the reverse of the Elements of Harmony. Kettledrums and clashing cymbals sounded from the orchestra pit as Tirek bellowed over their music:

“NOW MY POWER IS COMPLETE! NOW BEGINS THE NIGHT THAT WILL LAST FOREVER!” All through the audience, ponies shivered with that combination of fear and excitement Yellow Jacket remembered tasting from more than one audience back in Canterlot theaters. Except for Fluttershy beside her, who all but oozed fear.

"I''m sorry," she whispered, "But I remember Nightmare Moon saying the exact same --" She fell silent as Rarity shushed her.

The crimson-and-ebon minotaur leapt down from his throne-dais before Megan and the remaining ponies, landing so heavily Yellow Jacket wondered that the stage didn’t collapse beneath him. On the other side of Rarity Applejack began to grumble.

“That ain’t, I mean, this is not how it’s done in the original story...”

Rarity gave her a look that could have frozen a fire.

“My dear,” Fancy Pants whispered to the palomino, “allowances must be made for the stage.” Yellow Jacket smiled to see Applejack scowl as Fancy Pants added, “If they ever staged a play about your adventures, do you think they could show everything that happened in an hour or less?”

Onstage, that russet she-griffin playing Megan, that Audra something or other, held out a golden medallion towards Tirek, focusing everypony’s attention to herself without completely overwhelming the others onstage.

“We have magic of our own, Tirek!” She called as the massive minotaur sneered at her. Whinnies of delight and glee came from the audience as a rainbow of impossible brilliance came from it, like the Elements of Harmony joined together.

Rarity nudged Applejack and whispered “That’s why everypony assumes Megan had to be an alicorn.”

The two rainbows collided overhead, blasting sparks into the audience, then Megan’s Rainbow of Light inched down Tirek’s Rainbow of Darkness, until with a final push it overwhelmed its dark twin and enveloped Tirek.

The villain shrieked his last as it overwhelmed him, blasting him out of existence and restoring his servants and the castle to their former purified natures. Judging by the overjoyed excitement and shouts from the three mares with her, Yellow Jacket supposed that the Ponyville trio really enjoyed it.

“Oooh!’ Fluttershy bounced, fluttering her wings. “Did you see that, girls? That illusion was amazing – it looked just like when the Elements defeated Nightmare Moon! And Discord!” Her friends just nodded. They kept their eyes on the stage for the final act, where Megan departed for her distant homeland.

“Sure did, sugarcube,” Applejack said. The joy radiating from them warmed Yellow Jacket like her Hive on a cold winter day. “Somepony’s been payin’ attention!”

The golden “unicorn” waited through the final act and the curtain call; watching the crowd clap hooves against floor and neigh as the performers took their bows, pegasi hovering in mid-air behind and above the others. More pegasi flapped above the rest of the audience, cheering. Amid the hoofquake, Yellow Jacket scanned the herd below, “listening” with her empathic sense. Nothing.
Too much “noise” from all the ponies.

“Is something wrong, Yellow Jacket?”

“What?” She started and looked into Fleur’s eyes. Delight mingled with concern in her emotional aura. Fancy and the three mares were already heading down the hallway to the stairs. “Oh, nothing, Fleur, nothing at all,” she said. “I suppose I must have thought about the show tomorrow. I suppose most of the other models will be getting their rest. Like Photo Finish’s?”

“Not if I remember her,” Fleur said with a rueful smile. “She’ll have had them out at every nightspot she can to show off her ‘deescoveries’. The other Houses won’t be far behind; Hoity Toity will be holding court in the Rainboom Room, lecturing all present about every flaw in the designs and presentations.” She shook her head. “I remember what it was like. By the last day we’d be on our hooves constantly, grabbing meals out of feedbags, with maybe enough time for a nap standing up so we didn’t collapse. Something else I don’t miss any more.” She indicated the hall and said in a voice that barely hid the amusement and affection she felt, “Better go and find the others before my dear husband bores them to tears with a lecture on the history of the Hippodrome or the like, or tries to tell them which neighborhood of Taurtessos that actor Asterion came from originally.” Yellow Jacket’s confusion must have been obvious, for Fleur said, “Oh, didn’t you notice? That crimson metal half-mask Asterion, I mean ‘Tirek’ wore? In minotaur theater tradition, actors always wear masks onstage, so… Ahh!” She shook her head, pink-tinged mane flying. “Now he’s got me doing it!”

Ducking her head to hide her smile, Yellow Jacket followed Fleur into the hall.

# # #

It took only a few moments for their small herd to get to the doors leading backstage. The stagehooves standing guard looked at them warily. A pair of stallions bearing bouquets of flowers passed them on the way out, giving each other dirty looks. Yellow Jacket hid her smile at the feel of their thwarted desire to see Audra. Fancy nodded at them and passed his and Rarity’s calling cards over, softly aglow in the light of his magic.

“Good sirs, we are expected by Miss von Adler. If you would be so kind?” One of the ponies, a large blue-coated and maned stallion who looked to be ex-Manehattan constabulary by the short-cut mane and tail, checked them against a list he bore hanging around his neck on a clipboard. His wariness almost immediately changed to respect.

“Lady Lipizzan, Lord Fancy Pants,” he said, bowing his head towards them almost theatrically, “please do come inside, and these others with you.” He returned their cards, opened the door and stood aside.

“Thank you,” Yellow Jacket said as she passed him. His look at her changed from respectful to surprise as she added, “And you were a wonderful guard tonight.”

“Ah,” Fancy said as the door closed behind them, “you noticed, then?” Yellow Jacket felt the small burst of amused irritation from Fleur as he added, “The trace of green makeup on his cheeks, his mane slightly matted from having a helmet pressed down on it, and the smell of sweat mixed with rubber stage barding?”

“Huh? Oh, yes,” Yellow Jacket said, looking around backstage for the second time that night. It felt and sounded rather different now, the pride of the cast and crew, talent and craft, mingling with the tired conversations she heard. “I noticed most of that.” Well, that and I picked up his emotional ‘scent’ onstage when I stood right next to him. “So we just go straight to this Audra-griffin’s dressing room?”

“Certainly not!” Rarity said. Her eyes were wide with shock as she said, “This isn’t some music hall or burlesque, some amateur performance where the audience and the performers sit down for some cider at the bar afterwards.” She held up her card, saying, “We give these to whichever pony is aiding Miss von Adler, her understudy, and she takes them to her in her room. Then when she’s ready to see us, she will invite us in. Isn’t that right, Fancy Pants?”

“This is usually how it works at theaters like the Hippodrome,” he said. Yellow Jacket felt some bored curiosity from the performers and stagehooves they passed. Apparently while Audra got her share of guests post-performance, she didn’t get well-dressed small herds of them. That aside, most of the performers ignored them.

Yellow Jacket tried to check around for any stray Changelings as unobtrusively as she could, sniffing for their pheromones and checking for their emotional resonance. She whickered happily. I can feel something. There is one around here somewhere! My little lost ling, you’ll have a Hive again soon.

“Oh, I know, isn’t it wonderful back here?” Fluttershy said to her. Applejack stood on her other side, looking around at the props and flats in delight. Yellow Jacket felt happy enough to give the shy little pegasus a smile as she said, “Nice and quiet, and everypony knows what it’s like to be stared at so they don’t make a big fuss…”

“HEY, BLONDIE!” A pair of massive arms in crimson sleeves and silver bracers reached down and snatched Applejack off her hooves with a startled whinny.


Fluttershy took flight and was almost a length into the air by the time the mares turned to see “Tirek” looking down on them, minus his crimson mask and half his costume. His silver nose-ring sparkled over a bovine smile that exposed teeth the size and color of sugar cubes as he held Applejack under one arm. Fancy and Fleur looked amused; Rarity was horrified, and Fluttershy slowly descended to the ground.

“Doggone it, Asterion! What d’ya think ya are, the real Tirek? Put me down already!” Applejack kicked uselessly to get free. Yellow Jacket noticed that the minotaur was careful to hold her so she couldn’t land a hoof on him. Still smiling, he set her back on her hooves as she said, “We’re here ta, I mean to,” she added after noticing Rarity’s ears starting to flatten, “see your friend Miss von Adler. Would you please show us to her?”

“Huh? Audra?” He scratched along his massive horns. “Ya want ta see her?” Yellow Jacket felt caution from him as he said, “Okay, but ya gotta wait. She’s talking ta some griffin dame that walked in, some kinda business from their aeries back Vanhoofer way. Big private sitdown, didn’t even tell me where they were gonna talk, probably in one o’ the old rooms.” He shrugged. “Said she’d be a while.”

“Oh, dear,” Applejack said in her “Orangejack” voice. “But I suppose if we must wait.” Asterion snorted laughter.

“Yeesh, what’re ya talking like some new money Manehattan merchant noble for?” He pushed her hat down, leaving her elegant mane-do a mess. Applejack jerked away with a laugh as Rarity looked ready to start working in minotaur leather. “I like ya better when ya talk normal.”

“Well, if we simply must wait,” Rarity said. She looked up at Asterion. “Pardon, good minotaur, but do you have some small room here where we can wait without getting in everypony’s way?” He looked at her, scratched his chin, and nodded ponderously.

“Yeah, we got this one over here.” He lead them over to what at first glance seemed past of the wall, only to reveal it as a door. It opened to reveal a medium-sized room with bits and small chairs and table set in it, along with a mirror or two. “This oughta be nice an’ quiet. I’ll tell Audra she got more company tonight.” He turned and ambled off.

“Girls?” Fluttershy said, “I’m kind of thirsty, so I think I’ll just go get a drink. I’ll be back in a few minutes.” She turned and hurried off. Yellow Jacket stared after her with a frown. Deception and regret stained her emotions. Why did the little pegasus just lie to them? With a sigh she turned and followed the others into the room.

“What is this anyway?” Yellow Jacket asked as she entered. “It feels funny in here, like…” And her nostrils flared as she took in the scent within the room, and her eyes went wide and narrowed dangerously as her awareness of the others with her faded, replaced by memories of fear and pain and a sky filled with chittering invaders.

And their Swarm Queen…

“What?” Some meaningless voice said off somewhere very, very far away. “Oh, this is a greenroom, it’s where the actresses and actors wait to go onstage… Yellow Jacket? Are you alright, dear?”

Rarity flinched back as Yellow Jacket stared at her, eyes wide and ears down. She seemed to be snarling. Fancy Pants stepped up beside Rarity like any protective gentlestallion.

“Miss Yellow Jacket, are you at all well?”

Vespid barely noticed him. She snarled as golden flame consumed her, leaving behind a black armored carapace, a tattered golden mane and tail, yellow dragon’s eyes ablaze with rage, and a twisted corkscrew horn.

Rarity’s horn glowed as she sent the heavy door slamming shut, cutting the sights and sounds within off from the rest of the theater as Queen Vespid roared in a buzz like a thousand hornets’ nests:


# # #

Fluttershy felt bad about leaving her friends, but she was thirsty, and she thought she knew where she could find Audra. She gulped at the idea of confronting two griffins, but her friends, especially Rarity, needed to meet her.

Besides, the sooner it was done the sooner they could go back to the hotel and get some nice quiet rest, right?

She worked her way past the various stagehooves and actors with soft-spoken apologies, most of them looking exhausted from the performance. She wondered where they ever found the energy to do what she’d seen out there so often. She looked up as she walked by. Pegasi and griffins; when you need privacy, go for altitude.

Half-spreading her wings, the yellow pegasus scanned the backstage loft above her. There! A mid-sized platform amid the suspended backdrops and curtains and rigging and skywalks for lights and FX ponies. With the harsh tones of griffin voices.

Fluttershy wondered if she ought to head back to the ground-floor greenroom and just wait there with her friends.

“No,” she said, putting her hoof down, soft and silent as usual. “This is for Rarity, not me. And not all griffins are like Gilda. I’ll be polite and say what I need to and everything will be alright,” I hope.

Checking for a clear flight path, she spread her wings and leaped into the air.

A flurry of wingbeats brought her up to the flyers’ greenroom amid the rigging. A pair of griffins turned to look at her as she touched down. The emerald-eyed russet who’d portrayed Megan just looked surprised, and the golden-hooded other?

“You little coward, what are you doing here?” Sky Talon squawked, yellow eagle eyes burning into her. Fluttershy took a step back, a short one that sent her tail falling free over the edge. “Spying on me for your friend Yellow Jacket?”

“Eeep! I mean,” Fluttershy shivered, took a deep breath, “I’m here to speak to Miss von Adler. My friend and patron,” she emphasized that part to get Audra’s attention, “Rarity wishes to speak with her…” She broke off as Sky Talon stalked forward. Fluttershy forced herself not to step back over the edge as the golden griffin glared right into her face.

“You’re not wanted or welcome here, pony!” the she-griffin snarled into Fluttershy’s face. She could smell the meat on Sky Talon’s breath; every single horror story about what griffins once used to do to ponies flooded into her head as the griffin hissed, “This is griffin business – something private, understood? No ponies invited! Especially not cowards who ran away from what I’m going to keep!”

Fluttershy looked past her at Audra, hoping for some sympathy. The other griffin just cocked her head in utter boredom.

“Better go, little mare,” she said, idly examining one claw for some minute imperfection. Fluttershy oddly felt something brush against her, her self was the only way to put it, as Audra added with a nasty grin, “Unless you want to get chased away by another big bad griffin.”

“But,” she gulped, “But, Miss von Adler, this is important…” She broke off with a tiny eeep as both griffins cornered her against the platform railings, their carnivore breaths yelling to her equine hindbrain to GET AWAY NOW!

Fluttershy squimpered.

“Coward,” Sky Talon spat from one side. Fluttershy could hear the soft dry scrape of her talons against the wood. “Leave. Now.”

Fluttershy looked away from her and found her eyes locked on Audra’s. She whimpered at the hungry look in them.

“Better hurry, little pony,” Audra said as she reached out to lightly flick one talon against Fluttershy’s nose before sliding it down her muzzle and across one cheek until two talons pinched each side of her throat. She could feel her pulse, and the fear rising in her, like on the runway at Dressage Hall. She shivered Audra licked her beak as though she tasted that fear. “The predators have business to discuss. And we might get hungry.” Her eyes sparkled emerald.

Fluttershy was over the platform’s side and halfway to the floor shedding plumes from her hat before she knew she’d moved, dropping in a wings-tucked evasion dive. A scornful screech of a laugh followed her as she braked with her wings and touched down to gallop back to the greenroom. That one laugh felt worse than open mockery. It felt like every horrible memory she’d ever had of public humiliation from flight school to her modeling career hitting her all at once. She almost panted when she reached the closed door, sweat streaking her sides and staining her cape-dress. Fleur stood there as though on guard, her eyes going wide as she saw her.

“Fluttershy! What happened to you? No! Don’t go in there!”

“I have to!” Fluttershy said as she hurled the door open and almost charged in, letting it bang shut behind her. Right now she needed to be around her friends, strong Applejack and assured Rarity and yes, even the coolly controlled Yellow Jacket. Ponies who could keep their self-control under stress and –


Fluttershy ducked with a squeak; a heavy wooden chair flew over her head to smash against the wall. Shocked whinnies filled the room, along with the droning buzz of a giant hornet’s nest. She dared to look up.

Fancy Pants and Rarity’s horns both glowed like bonfires as the glows of their magic covered the wild-eyed ebon and gold fury in the center of the room. Applejack, looking a mess, was on her back and fighting to hold her down by pure physical strength.

And in the middle of it all a glowing-horned Yellow Jacket, Queen Vespid, snarled with fangs bared as she fought to free herself of all three ponies. Her gaze caught Fluttershy’s and she screamed like a thousand hornets.



And as the Changeling Queen charged her, Fluttershy cut loose with the Stare at full force.

# # #

“And that interruption is over with,” Audra smirked, tasting Sky Talon’s feeling of cruel glee. She wondered if she should have heightened that yellow flier’s feelings of fear any more. No, that probably would have made her catatonic. And it’ll likely wear off in a day or so provided she doesn’t get scared again. She turned to the golden griffin. “You were saying something about needing my help?”

“I said I would like your assistance, aerie-sister,” Sky Talon said as she walked back to the center of the platform. Audra felt amusement at how hard she worked to keep her surface coolness as compared to the anger and fear beneath. “That little butterball of a pony is flock with the one I’m worried about.” She spat the next words out, her voice rising into a near-screech. “That scrawny yellow unicorn model. Yellow Jacket. The one my patron Photo Finish wants,” she broke off and brought herself back under control. “The one who thinks she can replace me, Equestria’s greatest model.” She runway-posed, head tilted back and wings slightly flared.

“Of course,” Audra said, trying not to roll her eyes. Like I care. But still, this may be useful. “But how, exactly, am I supposed to help you keep your job – I mean patron?” Sky Talon glared at her little reminder that Audra was a free griff, not bound to any pony.

“First of all,” Sky Talon said, her voice cold, “Remember that my grandmother is Matriarch of our clan aerie. I can command your help if I want.”

I’d like to see you try, Audra thought, mentally removing the obvious exaggeration factor. You wouldn’t last one opening onstage. But she gave merely the briefest of nods and motioned for Sky Talon to go ahead.

“And secondly, we griffs are supposed to stick together outside flock territory,” Sky Talon said, giving her a look meant to be sisterly. “Especially when some pony threatens our position. You don’t want to end up losing your place as Equestria’s greatest actress to some pony just because the other grass-eaters think they can trust her more, would you?”

“Of course not,” Audra said, Theatrice of Canterlot’s face flashing through her memories. She added with all the seriousness she could muster, “We griffins must stand together when the prey species confront us.” Sky Talon nodded gravely in response. Audra clamped her beak on the laugh she wanted to give at this fool’s arrogance. “Perhaps we should find a more private place to speak,” Audra said, heading for the edge of the platform. “To discuss what you expect of me and how I may aid my aerie-sister in her hour of need.” Translated: why should I help you, and what’s in it for me?

“Huh? Oh, of course!” Sky Talon hurried to follow her as Audra dropped over the side and glided down to the floor. Once there she headed for her dressing room, hearing and feeling the griffin following in her wake. The other talent and backstage craft ponies cleared from her path as she strode by, regal as an alicorn Princess. She basked in their fear and respect as she did. She half wondered if she felt Asterion’s presence, but she didn’t see the minotaur anywhere, and he was hard to miss. But at the same time she began to get that same feeling she’d had onstage tonight, that nagging weird half-felt mix of smell and emotions that felt like someling was whispering into her ear for attention.

Someling dangerous.

Audra shrugged it away as she entered her dressing room. Judging by Sky Talon’s sour look at the sight of its interior – the wallpaper matching her plumage, the vanity, the bouquets, the small table set with griffin delicacies and a small bottle of fine perry – she wasn’t doing nearly as well as her. That thought sent a burst of pride through Audra as she headed for the back wall of the room. Setting her talons just so against one of the wall-sconce lamps, she turned and pushed. It sank back along with a section of wall, revealing stairs leading downwards.

“Wait, what are you doing?” The griffin looked at the stairs stretching into darkness and swallowed. Huh, Audra thought with some amusement. Afraid of enclosed spaces. How like a flier.

“My dear,” she said to Sky Talon, “we will want privacy for our talk.” She licked her beak, fought down a wave of irritation at that feeling again. She could almost taste it here! She bowed her head, indicated the stairwell with a talon. “Where better than in the basements of the Hippodrome? Unless you want everypony to know you were talking about how to sabotage the career of a rival.”

“Oh, of course,” Sky Talon said. The griffin tried to act nonchalant as she went down the stairs, made broad and wide for pony hooves. Audra heard her talons and claws scratching at the wood, felt the sharp spike in fear from her. Grinning internally, she followed the griffin down until they reached the first cobwebbed chamber at its bottom.

Sky Talon stood close by the stairs, casting nervous glances at the darkness around her.

“This is from the old days, long ago,” Audra said as she walked out beside her. “These chambers used to connect to the sewers beneath Manehattan,” and still do, for when I need a fast getaway and don’t mind passing through a dead Hive, “but now they’re abandoned.” She stepped beneath one of the old vents leading upstairs. A ripple of annoyance passed along her body as something clawed at the edges of her self-control. What was making her feel like this? “We can speak here; none seeing, none hearing…”

Her voice trailed off as her eyes went wide and then narrowed.

The pheromone surge in the breeze from the vent poured over her at full force, a choking thick reek familiar and alien at the same time that screamed into her mind:


“Audra? Miss von Adler!” Some unimportant voice from some unimportant creature tried to catch her attention. “You miserable actress, are you even paying attention to me…”

Crimson flame consumed her, filled her vision and her mind with thoughts of seething rage as the Changeling Princess realized an enemy, not just an enemy, but an enemy Queen was here to take everything from her. It flowed over her and vanished to reveal her true form, a crownless Queen Chrysalis in crimson, fangs bared, carapace glistening in the weak light, blood-red dragon-eyes ablaze.

Sky Talon’s eyes engulfed her face; her scream echoed through the basements, backed by a griffin’s full lungpower.


Audra buzzed her wings at the meaningless and vain griffin before her and pounced, driving her to the floor, snarling into her face like a thousand hornets. Discord’s Curse on the First Queen had her in its grip, the mindless instinct to find the rival Queen, kill the rival Queen, take her Hive and drones and nymphlings to swell her own Swarm.

“Don’t kill me!” The griffin shrieked, her talons scraping Audra’s chitin in vain. Audra’s sanity slowly returned as Sky Talon babbled, “Everypony knows where I am! All my things are at my hotel, they’ll come looking for me, and I swear I’ll never talk…” She squeezed her eyes shut as though that would make Audra vanish. “Kill me and they’ll know who did it!”

“Really?” Audra said, the words sounding odd, the first she’d spoken in her own chittering voice since Hive Triscolia and Mount Gymkhana. She glared down at Sky Talon, the only being in all Equestria who knew her secret besides that nameless Hive Queen. And after years of being so careful, avoiding every other Changeling she even imagined might exist! Audra sneered at the terror she tasted and saw in this wretched griffin’s eyes. “Will they now?”

Heatless crimson fire washed over her again and she smiled down at Sky Talon with her own face.

“My dear,” she said in Sky Talon’s voice, “I very much doubt it.”

She clamped down on the griffin’s mind.

# # #

The closed carriage blazoned with Fancy Pants’ three coronets pulled off 42nd Avenue, jolting over the cable car tracks and swinging into the alley behind the Manehattan Royal. As it halted at the hotel’s service entrance, a liveried Diamond Dog leaped out to scout the alley. The carriage continued to rock, its suspension giving off a rhythmic rinky-chow.

“Dangit, stay down there!” Applejack rode the rolled-up rug on the floor of the carriage as it squirmed with the sound of a hornet’s nest, a zigzag black horn protruding from one end. Magic flowed along it, soft blue and gold and pink-shaded cream auras as three glowing-horned unicorns held the enraged contents down and out of sight. Her mane and dress in tatters, Rarity leaped down to add her weight to Applejack’s; Fluttershy watched in silence from her seat.

Applejack and Rarity wrapped their legs around the carpet, holding it still. The Changeling Queen inside stilled; the palomino thought, hoped, that Vespid was settling down.

Those first few moments back at the Hippodrome were terrifying, as much for the worry that everypony would discover a Changeling Queen in their midst and stampede, as for the fact that they’d been locked inside a not very large room with something that looked so much like Queen Chrysalis. A berserk Queen Chrysalis. Her slinging magic only made it worse. AJ winced as she felt the twinge in her side where a hurled chair had connected.

“Why’d ya attack us all back there?” Applejack whinnied at the cocooned Changeling on the carriage floor. “Ya coulda told us there was somethin’ goin’ on!”

“I’d say there was a certain lack of honesty all around,” Fancy said standing atop his seat, his voice as polite as ever but his tone clipped. Applejack blushed as he added, “I knew something was going on with Miss Yellow Jacket and all of you…”

“Oh please, Your Lordship…” Rarity began to say. Fancy held up one hoof.

“No need to be so formal yet. I hope.” He added, and the pleased look slid away from Rarity’s face. “For now I’m still Fancy Pants to all three of you, and I hope that we stay that way. However, in the future, I would like to be informed when I am traveling with somepony who may go berserk for no perceivable reason!”

Fleur looked at all three of the Ponyville ponies and nodded her agreement. She’d guarded the door, keeping the few performers and backstage crew away who tried to investigate. Thankfully the walls of the greenroom were thick enough to dampen the sounds from within. At least until a frightened Fluttershy showed up, upset about something, and used her Stare full-strength on the shocked Vespid. It left the Changeling Queen prostrate, unable to tear her eyes from the pegasus’, and before she could react the three unicorns and one earth pony rolled her up in the faux-Saddle Arabian rug from the floor. They’d made their way to the back doors of the Hippodrome, somehow without being seen, and got away.

“We didn’t know ourselves,” Fluttershy said, her voice soft and shaky. When Fancy and Fleur looked at her, she shivered and said, “How could we? Queen Vespid never acted like this before.”

A triple knock came from the carriage door, followed by the clack of an opening vent window and a Diamond Dog’s voice.

“All clear, Your Lordship. No pony around.”

“Thank you, Asta,” Fancy Pants replied, then looking around the carriage at the four other ponies and the now-still roll of carpet said “Now, shall we get this up to your suite?”

Five ponies hurried from the carriage to the service entrance, a levitating carpet roll in their midst. A jagged horn protruded from one end.

Fancy Pants took a moment to speak to the drayage chauffeurs, telling them to go wait in front of the Royal for however long this took. He apologized for the late hours and told them they’d be getting a bonus for their night’s work.

“And remain silent,” he said, his usual lightness gone from his voice. “Whatever happened tonight has to stay between us. Understood, Asta, lads?” The dim light from the glowgem lamp hanging above the door showed a sly fangs-gleaming smile on the Diamond Dog’s face.

“Perfectly, sir,” he said. “Like those other times?” Fancy just nodded, but it looked like he fought to keep from smiling himself. Fleur didn’t bother. The other ponies just looked at her in confusion.

“This isn’t the first time we’ve had to keep secrets,” she said. “Nor the first time we entered a place quietly and secretly. More than that I can’t say.” She turned to the locked service doors. Her horn glowed faintly and they opened with a click. “Simple enough locking spell." She gave a scornful snort. "I would have thought a five-horseshoe hotel like the Royal could pay for a better one.”

The small herd hurried inside and made their way to the freight elevators.

"Why not just use the main ones?" AJ wondered.

"We are trying to be quiet, Miss Applejack," Fancy Pants said. "Avoiding any late-night guests would be for the best."

“Besides,” Rarity added with a shiver, “just look at the condition our, my, clothes are in! You think I want anypony to see this?”

They piled into the elevator, Fluttershy closing the cage while Asta worked the controls.

Somewhere around the eighth floor, golden fire flared from inside the rolled carpet, replacing the jagged black Changeling horn with the smooth spiral of a unicorn’s.

“I have calmed down,” Yellow Jacket’s voice came from the roll. “Can you please unroll this thing so I can explain?”

Fancy’s voice was firm. “Further explanations can wait until we get to your suite.” A very inequine growl came from the rolled rug.

The elevator lurched to a stop. “Fourteenth floor.”

By Celestia and Luna’s mercy they made it to the suite without running into anypony while Asta took the elevator back down. Once there they hurriedly locked the doors and made sure the window shades were down and the curtains drawn. Then the glow along all three horns faded, their owners slumped, and only now did AJ notice the smell of sweat mingling with cologne and perfume in the room. Magic use could be as draining for unicorns as heavy physical labor could be for even the strongest earth ponies.

Fancy bent low over the carpet. Applejack craned her ears to listen.

“Do you promise to remain calm, and no unexpected shapeshifting?” A very equine snort came from the carpet.

“Yes,” she said. “I give you my word, as Queen of my Hive and mother of hundreds. Now unroll me!”

Fancy looked at Fleur and Rarity. Applejack saw both mares nod agreement. She and Fluttershy unrolled the carpet to reveal a golden unicorn glaring at them, her mane and tail a mess and her capelet-dress in tatters. Rarity gasped at the sight. Yellow Jacket looked embarrassed. A little.

“Sorry,” the “unicorn” said as she rose to her hooves. The other ponies pressed back to give her room, maybe a little further than they needed to. She noticed and rolled her eyes. “I’m surprised you three,” she said to the Ponyville ponies, “are even bothered. Don’t you deal with these sort of things on a regular basis?”

Three unicorns and one earth pony in torn theater finery stared her down; one pegasus shrank back. “And just what was that all about?”

“This have anythin’ to do with that ‘need-to-know’ ya told me last night?”

Yellow Jacket snorted. “Discord’s Curse.” As the five ponies waited for an explanation, she stood there nostrils flared, sniffing for something, then walked around the room stiff-legged, a nervous predator in pony form, before finally settling on the bed with her legs beneath her.

“That’s better,” she said. “Noling has been in here, only ponies.” Her lips curled back to show un-pony fangs. “At least I think so.”

“Umm, dear,” Rarity said, walking up to her, “just why would you expect another Changeling to have been here in our room?”
Yellow Jacket opened her mouth to respond but stopped as Fancy Pants held up a hoof.

“Because she’s here to find other Changelings, isn’t that right?”

The Changeling in unicorn shape looked at him, eyes wide.

“Ye–yes. I’m here on behalf of Princess Celestia. On a need-to-know basis,” she glanced at Applejack. “And after tonight, you need to know.”

“Officially, I’m here to assist Miss Rarity and ‘make some friends’. Unofficially, I’m here scouting for other Changelings. Any stragglers and orphaned lings who would bond to me as their new Queen and return to Canterlot with me. Any active Hives to ‘Bring into Harmony’ – living openly under Celestia’s protection, no longer needing to hide. The same arrangement as my Hive in Canterlot and those wolf packs around Stalliongrad. And so the next Chrysalis –” she spat the name – “can’t kill their Queens and gather them into another super-Swarm.”

“Wait, hives plural?” Applejack swallowed and said. “Y’all mean there could be more ‘n one herd o’ Changelings in Manehattan?”

“Of course.” Her horn glowed golden and her Manehattan map floated out into view, with red circles marked around the Theater District, Pony Island, and the mainland docks. “Manehattan is large enough for three Hives, provided they stayed out of each other’s territories. Usually they did, before Chrysalis came.” Even now that name sounded like a curse from her.

The circle around the Theater District was crossed out. “She – or her assassins – visited here. They were thorough.” She told of her failure at finding living Changelings, of the dead Hive tunneled beneath the Hippodrome. “But no living Hives, and no Queens. Until tonight.”

Fancy Pants raised an eyebrow. “That’s why you went berserk on us?”

“Discord’s Curse. A Hive can only have one Queen. When two Queens scent each other, We fight for mastery of both hives. To the death. Surviving drones imprint on the surviving Queen’s pheromones and empathic feed, become part of her Hive, and molt into her Hive colors. That is why you never find two Hives next to each other, without buffer zones between their territories. Like Central Park and the inlet. So has it been since the first Changeling Queen.”

“But that’s terrible!” Fluttershy piped up from behind, surprisingly loud. An un-pony chitter came from Yellow Jacket as the yellow pegasus continued. “I know nature can be cruel, but you’re like ponies or griffins, more than instinct. Can’t you find another way?” She shrank back as the golden not-a-unicorn rose and stalked over the thick carpeting and tiled floor to glare at her. Applejack and Rarity went to flank their friend. Fancy and Fleur moved to the side, their horns glowing faintly if they needed them.

“Listen to me,” Yellow Jacket hissed. “It is not a matter of choice. It is our Curse. If a Queen scents another Queen, one must kill or drive off the Other. A Hive cannot survive divided leadership. The drones would be so confused by two different empathic feeds and sets of pheromones that they might kill themselves or each other to defend Hive territory from someling that their senses tell them is an invader even if they came from the same brood. The only exception is a Princess, fed on Royal Jelly to sprout her crown and inherit the Hive if her Queen-mother dies. You are gentle, Fluttershy, but if you were a Changeling Queen who smelled or sensed another Queen on your territory you would track her down and tear her apart. It would not seem like the right thing, it would be the only thing. As Chrysalis did with so many Queens. And as I would do to her if I could.”

Fluttershy said nothing, she just looked at her with infinite sadness. Yellow Jacket shook herself and went back to the bed. As she tucked her fetlocks under her, golden fire lit the room and she was again Queen Vespid.

“You don’t understand. For Discord’s Curse to strike as it did tonight, I scented a Changeling Queen in that room at the Hippodrome. Where there is a Queen, there is a Hive. Yet there are no Hives in Manehattan – no other scents, no empathic feeds. If there were, I would have sensed them before tonight. And the only Hive I’ve found was dead.”

She looked at the five ponies with golden dragon eyes. “We have a Queen in Manehattan. A Queen without a Hive. A Queen hiding herself so well I couldn’t sense her until her scent in that room overwhelmed me. Even a surviving Queen or Princess-turned-Queen setting up a new Hive should have some drones with her, but there are none – none I could sense.”

“How do you know she has a swarm?” Fancy said. “You remarked yourself that all the traces you picked up were old, from long-dead changeling hives. Might she simply be on the run, as some other changelings were, and hiding herself?”

“No,” Vespid said. “Where there is a Queen, there is a Hive. Queens have an instinct to make a Hive and start a Swarm. Even if she lost her Hive somehow, other stray Changelings would flock to her. Her scent and crown would draw them. She might be hiding herself from other Changelings, but I’ve only heard of that happening once. You should know which Queen and Swarm that was.”

The three Element-Bearers froze; Vespid shifted on the bed, exposing her swollen belly and ovipositor.

“I want to be out of here and back in Canterlot. I will start laying eggs in a few more days, two at the most, and I will not do that in a territory that has a Changeling Queen I know nothing about.” She looked back at the ponies. “She would kill me, but not until after I’d laid my eggs.” She buzzed her wings in what even the ponies could recognize as fear. “And then she’d take them and make them hers. As Chrysalis did to build her Swarm.”

The ponies looked at each other, remembering Chrysalis and the Battle of Canterlot. Vespid looked at them and nodded. Her horn glowed once more and a collection of vellum scrolls rose out of her luggage and floated over into Rarity’s magical grip. They looked to her like nothing so much as the friendship reports Twilight sent to Celestia.

“Those are my reports to Celestia,” Vespid said. “If anything happens to me, Lady Rarity, Lord Fancy Pants, Applejack, get them to her as soon as you can.” She sighed and looked at Fancy. “My Hive will know if I’m killed. My Princess is still a nymphling, the size of a young filly, but if I die she will sprout her crown as the new Queen Vespid. Whatever befalls me, the Hive must live.”

“I will,” the stallion promised, his voice oddly grave. “But why not send these on ahead to Celestia now? If there is an unknown and hostile changeling queen in Manehattan, then the sooner she knows the sooner she can do something about it.” He walked over to the speaking tube leading down to the front desk. “We can have these sent via pegasus courier; they’ll be in Canterlot by tomorrow morning.” He looked at her expectantly. Vespid frowned, lips of chitin wrinkling back over her fangs, but she nodded. Fancy Pants turned and sent his request down the tube to what sounded like a very sleepy pony on the other end.

“Come ta think o’ it,” Applejack said, “we ain’t going ta the show tomorrow, are we?” Fluttershy seemed oddly relieved but Rarity looked horrified as she added, “Ah mean, with all o’ this going on? It seems kinda like a waste of time.”

“We certainly will!” Rarity, Fancy, and Vespid all said at once. The startled palomino stepped back as the marshmallow unicorn went on with, “I have NOT spent all the time and effort I’ve put into the Manehattan Spring Fashion Show just to cut and run just because a changeling queen might be on the loose!” She craned her neck and held her head high. “I, we didn’t flee from Nightmare Moon or Discord or King Sombra. I won’t start now. Besides, there’s just one day left.” Applejack looked skeptical and Fluttershy dismayed as Fancy spoke up.

“Actually, it might be for the best if we did stay for the final day of the show.” He pointed at Vespid. “Queen Vespid knows of her counterpart’s presence, but I may assume that for the moment the other queen doesn’t know about her?”

“She probably does,” Vespid said. “I released a pheromone surge in the Hippodrome to draw what I thought was a straggler. That was before I caught the Queen’s scent. If she didn’t know about me before, she does now.”

Fancy nodded.“Then if she does know about you, we need to be careful and assume that she can track you here.” Fear sent the ponies’ ears down as he said, “She’s been cautious so far; she didn’t attack you before when she had a chance to do so, so she either lacks the resources or fears exposure or both.”

Applejack took the line of reasoning up. “She sees Vespid gone tomorrow, she’ll figure she hightailed it back ta Canterlot and set Celestia after her. Then she either goes for us or she runs, right?”

Vespid nodded. “If she’s confident of winning, she’ll ‘go for us’. If not, she’ll run and go deep. In Secrecy lies Safety.”

“So then,” Rarity sounded relieved. “We have to appear for the last day, but after the show we take our leave and return Her Majesty to Canterlot and warn Princess Celestia ourselves if she hasn’t gotten the letters yet.” She smiled, her horn glowing as she gathered her dresses up, along with needle and thread. “Tomorrow is the biggest day, after all, the biggest crowds and the most media attention,” unnoticed behind her, Fluttershy swallowed hard, “so we can get things done for once without starting a battle in the middle of everything!”

“Ah hope,” Applejack muttered.

The Fourth Day: Once Again, the Horseapples Hit the Fan

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Chapter 8
The Fourth Day:
Once Again, the Horseapples Hit the Fan

“Hurry, girls, hurry!”

Fluttershy hurried along with Applejack and Yellow Jacket, following Rarity as they hurried into their dressing room. Down the corridor leading to the staging area and runway she could hear the applause and murmured awe at whatever Finest Silk and her models were showing everypony. It was a low rumble like a hungry beast. Fluttershy gulped at the sound of it and trembled. The dress she wore showed off every shiver.

“Fluttershy, dear,”” Rarity said as she stood beside her friend, “are you alright?” As the pegasus opened her mouth, the unicorn quickly added, “Good, then hold still, dear! I have to fix this seam.” She produced a pincushion, studded with needles. As she drew one and started working on Fluttershy’s sunflower-yellow dress, Rarity bent close and said, “And we need to get through this as swiftly as we can. To help Yellow Jacket with her, ah, her family,” her needle thrust in the direction of the transformed Changeling Queen; Fluttershy wondered if her belly looked like it honestly did bulge slightly as Rarity finished with a whisper of, “And to get back to Ponyville.”

“I know,” Fluttershy said, her voice shaky. She needed to be brave for her friends, but still, so many ponies out there, and all of them would be staring at her. And after what they’d learned last night?

“We have a Queen in Manehattan. Where there is a Queen, there is a Hive.”

“Then if she does know about you, we need to assume she can track you here.”

“If she’s confident of winning, she’ll ‘go for us’…”

“If there is another Chrysalis…” Vespid’s voice broke in a chitter-snarl of rage, “you ponies may be facing a new Invasion.”

Then the last-minute plans, Fluttershy dismayed to learn they would go through with the last day of the show before leaving for Canterlot afterwards to get Vespid back to safety and alert Celestia. The Changeling Queen refused to even consider sending her eggs back and remaining behind. Fluttershy remembered her near-shriek at Rarity’s suggestion she send the eggs back as cargo. Fancy Pants had sent a pegasus courier to get word to the Sun Palace, bearing an account of everything they’d learned and signed by them all, including Vespid.

But even at her fastest she needs time to get some Guards together, even if they fly the whole way. And they probably wouldn’t, because even with magical help they’d be exhausted when they arrived. And the Princess needs them in case there is a hostile swarm and it turns nasty. Oh, dear.

“Fluttershy!” The pegasus eeped as Rarity tugged on her mane, drawing a comb through it for a last minute styling. “Do pay attention, dear, we’ll be on in a few moments. And there’s been a change in schedule; you’ll be going first this time.”

“Me? First?” Fluttershy gulped as her imagination went to work on what Dressage Hall would look like on this, the very last day of the Manehattan Spring Fashion Show.

Dressage Hall would be filled with ponies standing withers to withers, and half of them would have cameras. Lights flashing across the equine sea like witch-lanterns in swamps and bogs, luring ponies to their doom. The other half would be watching, staring as she posed before them. All of those eyes, looking and judging and condemning…

I can’t, I can’t, Rarity I’m so sorry but I can’t, there’s too many, and with everything that’s happened…

“Rarity! Please!” Fluttershy took a deep breath to say what she needed to say, she’d have to get it out in one rush, but Rarity, her friend Rarity, just shoved her towards the door.

“Fluttershy, this is not the time to be stubborn!” Fluttershy tried to speak, but Rarity’s horn glowed and she felt her mouth shut with an audible click. She saw Fleur and Applejack give Rarity hard looks. Even Yellow Jacket – who Fluttershy knew didn’t like her very much – looked a little disgusted as the unicorn said, “No time! Get going!”

“B-but, Rarity, I just can’t –”

The door slammed shut behind her.

What else could go wrong?



# # #

“Vun side, peasants, commoners!” The ponies by the doors of Dressage Hall hurried to the sides as the long stretch carriage pulled to a stop. The blue mare inside waited for Mando and Ziggy, her stallion roadies, to form an equine stepladder for her. A crimson carpet rolled over their backs from the open carriage door, and she then walked down to the sidewalk.


Beside her a sleek golden griffin, fur and feathers still slightly mussed from what little sleep she’d gotten, disdained the stallions to flap down beside her. She was dressed in an outfit that resembled the classic royal attire of the griffin aeries of old, golden and crimson done in an almost barbaric fashion. She accidentally nudged Photo as they passed inside; the blue mare turned and glared at her.

“Sky Talon! What were you thinking, coming looking like that? Never mind!” Photo Finish snapped orders at her entourage. “Dumb-heads! Where are you?” Her usual crowd of attendants raced to her side, hooves clattering across the floorboards, and began primping and preening Sky Talon as Photo first gave orders to her own photographers and then said, “Ve have one last chance to make me, I mean mein House look good! All depends on you!” She leaned in close and added in a menacing tone, “So don’t make a mess of this, ja?”

“Of course not, milady,” Audra said, currently in Sky Talon’s form and calling on all her acting skill to maintain control. She wondered if she’d ever felt such self-obsession coming from a pony as she did whenever she was in Photo’s presence. That plus her real feelings for Sky Talon – old, washed up, useless to me now, get rid of her and find my next “deescovery” – left her filled with cold scorn. That and that awful Old Lippizaner accent. I did a better one my first time onstage! Bowing her head to the angry blue mare and making sure her talons stayed on the floor and out of Photo’s throat, she said, “Why, I simply live to ensure the reputation and glory of your House.” As you live to use everyling around you to recapture your glory days. Miserable nag!

She smiled gently as she imagined flying high above Manehattan with “I, Photo Finish” and letting her make one last big splash, right on the roof of Dressage Hall. Last night had been one of the most hectic in her life, even discounting that arrogant she-griffin and her fool demands. Getting dragged to what seemed like every currently “hot” club in Manehattan, Photo showing her off to everypony there like a filly with her new toy, and then rushing out the door to the next “Thing at the Place” as though there was some sort of a race on. Audra wondered what kept Sky Talon from trying out her talons on Photo long ago.

Should’ve killed Talon, not just stuffed her into that Hive adit. But she said ponies were waiting for her, would look for her if she disappeared, and she was right. And… She sniffed in amusement. I suppose I’ve been hanging around ponies for too long. I, I just can’t kill someling that easily. Except under Discord’s Curse.

Can I? She scowled at a new thought. And what about her after all this is done? She might talk…. She remembered the old griffin saying, from the Old Times when every aerie-lord styled himself “Great King” and set his retainers’ beaks and talons against all others: “Gold silences for a time; a torn-out throat silences forever.”

“Sky Talon! No need to look so intimidating!” Audra tried to pull back as Photo waved a hoof under her beak. “Zis is modeling, not some cheap theater!” She sniffed. “Like zat silly show for foals they are giving at the Hippodrome. Bad writing and worse acting. Actors!” She sniffed as though she’d stepped in manure.

“I agree completely,” Audra said in Sky Talon’s voice.

Definitely kill you later.

She looked along herself and winced; they were in the dressing room now, the mares of Photo’s entourage working on her. She didn’t remember being this heavily painted and primped and preened for stage roles. “Well, if we’re ready?”

Photo frowned but nodded. Mercifully remaining silent for once, she led Audra out the door and into the parade of models trudging to the line-up. Many of them glared at her before turning away. Audra felt their sour jealousy through her empathy, a not unfamiliar taste, and the exhaustion as well. Given that some of them were grabbing breakfast from feedbags over their muzzles, she guessed they’d gotten the same treatment as she did last night.

As she passed them, taking in their emotions, Audra stiffened and let out a low hiss of griffin anger. Photo shot her a look of warning.

“Just a twinge,” Audra responded, brushing past her “patron” as the attendants preened her wingfeathers and arranged her dress. “I’m fine.” She felt Photo’s curiosity, half drowned as it was under her usual self-absorption. Photo passed it off with a snort and hurried to get in front of her again.

Audra ignored her. She didn’t dare look but she did reach out with her empathic senses, wishing she had better smell in griffin form. She fought down a nervous growl as she caught something like that reek from last night, that Changeling Queen’s challenge that led to her knocking Sky Talon out and yanking some of her memories from her mind to better portray her, even if only briefly.

Be glad Queen-mother taught me that much before I left the Hive. There was a Changeling Queen around, and she must be after her. But why here? How could she possibly know she’d be here? Or did the Changeling Queen send Sky Talon to me in the first place in the hopes that…?

She took a deep breath. No, she, whoever she was, couldn’t know everything.

Could she?

“Now vat is wrong?” Photo stopped trotting, gave her a glare. Next to them was a door with some House symbol painted on it, a long elegant purple mane curl and two long-lashed eyes that seemed very familiar.

“Just nervous,” Audra snapped back. She smiled to think back on the plan she’d come up with. Go out there, do something totally revolting and obnoxious, so much so that Blue here fired her on the spot, and then get out. No one would care to see her again after that, she’d be like that pegasus model over a year ago...

Speaking of her! Audra stared in sudden surprise to see the door of that small House open and that very pegasus step out, dressed like a Princess at her coronation in gold and violet with sun and moon motifs – fitting for the last day’s theme of “Princess Promenade”. Behind her, two unicorns including THE Fleur De Lis prepared a palomino earth pony dressed like some rural apple or salt baroness from the deserts of the Far West. And behind them…

Photo snorted in sudden fury.

“First, Rarity?” The pegasus said back into the room, and something about it made Audra stiffen in sudden anger as the yellow and pink model said, “O-okay, if you want. But I really wish –“



# # #

“EEEK!” The only thing stopping Fluttershy from sailing into the air in full retreat mode was the grip of Rarity’s magic on her. But nothing could stop her from wheeling around to find herself yellow to blue muzzle with Photo Finish and her herd. Including that she-griffin Sky Talon. The white-maned lead mare’s ears lowered and she snorted.

“So! You haff dared to return to the scene of yesterday’s disgrace! I, Photo Finish, am surprised you simply did not slink away into the dark as you did when you worked for me!” Fluttershy looked back for her friends, only to see a closed door marked with Rarity’s sigil. She backed up against it as Photo pressed closer, fury in her voice. Sky Talon stood back with the rest of Photo’s herd; was there something different about the way the she-griffin stood and moved?

The door opened behind her, and Applejack came out.

“Hay, ‘Shy – I mean, Fluttershy dear,” Applejack said, flipping into Manehattanese in mid-sentence, “Rarity and Fleur are still working on Yellow Jacket, and she’ll be joining – hay! I remember you, ya nag!” Applejack dropped her Orangejack accent and snorted right into Photo’s face. “Yer the one that drove poor ‘Shy half nuts the other day!”

The other earth pony snorted back in contempt and kept speaking to Fluttershy. The pegasus tried to back away, but sandwiched between the door and Applejack behind her and Photo and Sky Talon before her, she had nowhere to go.

“Look at Photo Finish vhen she is speaking to you!” Fluttershy gulped and did so. “Flootershy, you are a disgrace to models everywhere! Vy you cannot act like mein recent greatest discovery, the unicorn Yellow Jacket,” she pointed at the door, “or what I have found Sky Talon can do when properly motivated – vat?” She looked back at Sky Talon and snorted. The she-griffin looked at the door as though ready to pounce on whatever came through it. Photo bopped her beak. “Sky! You are a supermodel, a star, so act like vun!” Sky Talon stared daggers at her as Photo turned back to Fluttershy.

“Now hold on here,” Applejack began, but Photo ignored her. Fluttershy wanted, needed, to get away so badly from all this anger.

“Vere is my discovery, my flawless discovery?” Photo stalked before the door of Carousel Boutique’s dressing room like a dragon pursuing horde thieves. Her entourage backed away, Fluttershy echoing their fear as Photo neighed in fury. “Vat has become of Yellow Jacket? Dumb-heads, tell me where she is or I start firing you!” She wheeled on Fluttershy. The pegasus recoiled as Photo snapped, “YOU! You have something to do with this, you and that pathetic herd of hayseeds! I know Sky Talon vent looking for you last night, I vas so informed,” one of her assistants tried in vain to look innocent as Photo began backing Fluttershy against Applejack, “and she acted better after she came back from that silly foal’s play!” Sky Talon looked at Photo in disbelief. Fluttershy stood there trapped, wings quivering half-open, vision blurring from tears and shivering as Photo ranted on with, “Now I see, it was all a trick put together by you and her to try and make me forget about the golden prize I haff seen, all so you could help her retain my favor and get back in yourself, you, you backstabber…!”


With an equine wail, Fluttershy wheeled and shot back into the dressing room shoving Applejack before her, leaving behind her the sound of the door slamming and a few drifting yellow feathers settling to the ground. Photo sniffed and turned away, only to stop with a stunned whinny as the door banged and another pony neighed in anger behind her.

“YOU!” Rarity snorted.

Photo gulped.

# # #

Asterion stood in a sea of ponies shorter than his waist, looking up at the runway. The ebon minotaur snorted as he thought about what he had to do, tossing his heavy horns. Some of the nearby ponies looked up at him, either confused or dismayed at his presence. One finely-dressed stallion sniffed and wrinkled his nose in disgust at the reek that surrounded him. Asterion caught it and scowled at him with his best “Tirek” look.

“What?” He stepped closer and stared down at the pony, who suddenly looked like he wanted to be someplace else. Preferably somewhere far away from the snorting minotaur. “I paid my way in, I got a right ta be here, mikros ippos.” The pony either didn’t notice or care about the 'little horse' insult; he just left. In a hurry.

Asterion ignored him to stare up at the runway. That was where she was gonna appear, and where he’d grab her and make her talk, right here in public. That griffin Sky Talon.

Who’d griffnapped or worse, murdered, his co-star and friend Audra.

He’d been on her trail since seeing the two she-griffins enter Audra’s dressing room at the Hippodrome last night, and only one – Sky Talon – leave. Confused, he’d searched her room and then the rest of the theater in rising fear and fury, not finding a trace of her anywhere. His worry only increased when he went to check her suite at the Royal, using the key she’d trusted him with. No sign of her even having been in that night. And from there he’d trailed Sky Talon and that loudmouth blue mare as best he could, from the Rainboom Room to that converted warehouse with the bouncers. All through the night, downing cider after cider to blend in with the partying herd.

And this morning he’d come here, to the show. As soon as she appeared he was going to jump up there, grab her, and demand the truth. He’d wondered if he ought to get in touch with the Manehattan constabulary, but decided against it. No true descendant of Minos ever let others handle a personal problem that a minotaur could handle himself. So he’d grab her and hold her for the cops. He might spend a night or two in jail but if it freed Audra it would be worth every second.

So he stood, and glared, and waited.

# # #

“YOU!” Rarity snorted at Photo Finish. “What did you do to Fluttershy?”

Photo looked around as though hoping for help, but nopony, even her entourage, seemed willing to interfere. Some of them looked downright hopeful they’d see some mayhem. You’re on your own…

“I asked you a question,” Rarity said, ears down. “What. Did. You. Do. To my model – I mean my friend?” Behind her Rarity felt the presence of Fleur and Applejack, heard Fluttershy crying and the palomino’s hooves stepping behind her as backup. Fleur directed a glare at both her and Photo. Rarity wondered, what did I do wrong? Hhe turned and disappeared back into their dressing room.

“I? I did nothing!” Photo drew herself up and said in a very offended tone, “I just vant to know vat you and that little backstabber haff done mit mein latest discovery Yellow Jacket.” Rarity let her go, feeling vaguely disgusted as Photo said, “My precious, my discovery, my model, as great as Sky Talon and one day to be greater – oh, there you are!”

Rarity looked at the griffin model, looking better than ever provided she ignored the slight drooping of her wings and the poached-eggs look in her eyes. Her dress was both regal and barbaric, looted gold and spilled blood, a griffin barbarian for the “Princess Promenade”. She glanced at Rarity coldly before bestowing a sour smile on Photo Finish.

Photo reacted with all her usual good humor and gratitude.

“Dumb-head, I ought to strangle you! Vat were you acting up for? And on the last day of the show, too!” She gestured and her herd of attendants hurried to the griffin’s side. Rarity thought Photo eyed Sky Talon like a half-finished dress that looked like it needed to be completely taken apart and reworked. “Dumb-heads, come here and get to work! Hide ze effects of last night – I mean, reveal her true beauty to the waiting herd! You, fix that thread, and you, some makeup!” As the mares hurried to their tasks, Sky Talon looked like she wanted to claw somepony. “I said some makeup, not so much! Vere did you learn your craft, as a circus clown?”

“Ladies,” A winter-cold voice said behind both Rarity and Photo. Both mares looked to see Prim Hemline standing there, nostrils flared and one hoof scraping the floor. Beside the lanky grey mare, an assistant held the day’s call sheet. “Are either of you ready as yet to go out? Because if not, then I am going to send one of the other Houses out.” The nearest house models and assistants, those of Hoity Toity, perked up their ears at the news.

“I’m sorry,” Rarity said, as she backed towards the door of her dressing room. “But I, I have to get my chief model back, I’m sure it won’t be a minute...!” Prim Hemline scowled and Photo looked amused as she turned to leave. Rearing and wheeling, the marshmallow unicorn disappeared back through the door, stopping when she ran into Applejack.

“Yeesh, Rares!” The palomino snorted and shook her head, disarraying her coiffure. Rarity gasped and reached out with her magic to restore the mane she’d spent an hour on. She stopped when Applejack reached up and bopped her on the horn. The blonde mane fell free of Rarity’s grip as its owner whispered, “Didn’t ya see how scared ‘Shy was? Poor mare’s scared half outta her wits, and…” She whinnied as Rarity picked her up with her magic.

“No time!” Rarity pushed past her, ignoring Applejack’s uselessly flailing legs as she pushed the mare into the corridor. “Fluttershy will just have to bear it, just for one day more! Like you, or me, or Yellow Jacket!” Applejack’s kicks brought dust trickling down from the ceiling over her coat. She snorted when she saw the half-hidden smiles and heard the whickering laughs from the other models and their assistants on their way to the lineup. “This is my chance at the big time, Applejack! Fluttershy promised to help! If it was Sweet Apple Acres, wouldn’t you hold another pony to their word?”

Without waiting for an answer the unicorn walked back into her dressing room. Inside she could hear sobs and two voices comforting the weeper. One recognizably Fleur’s, and the other?

Wait, Yellow Jacket? Rarity shook her head in surprise. A changeling can comfort a pony? But be fair, dear, she may be a love-eating shapeshifting insect-like horror, but she can still…

Rarity’s jaw dropped. Applejack dropped with a whinny and rose to stare as well.

Before them both they saw Fluttershy, her mane and makeup a mess, weeping into the embrace of another butter-yellow pony with a flowing pink mane and tail. Unlike Fluttershy, she lacked wings and bore a cutie mark of three flowers instead of three butterflies. Older than Fluttershy, she wore Yellow Jacket’s court dress and tiara, which looked rather the worse for wear right now. Rarity vaguely remembered Fluttershy’s tales about her earth pony Aunt Posey who’d given her a safe refuge on the ground beneath Cloudsdale when she needed it, away from other pegasi. Aunt Posey whose death had forced Fluttershy’s hoof to move away from Cloudsdale to a little earth pony town near the Everfree.

Face buried in the other yellow pony’s mane, Fluttershy whimpered. Rarity could pick out words between the sobs:

“She do what she do

To make you more than you

No pony’s gonna care if what we share is true!

Lies are beautiful! Truth is not!

Come on filly! Shake that plot!

You’re what they all came to see!

A Picture Perfect Pony!

Why you ruin everything with questions?

Shut your mouth! And don’t forget to mention

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

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

Fleur walked up, a small cup of tea held in the glow of her magic. The pegasus continued to cry.

“Here, dear,” she said, offering it to Fluttershy. “Drink it, it’ll help calm you.” She glared at Rarity. “You need a friend right now.”

Rarity gasped in shock, and snorted in anger. How DARE Fleur and Yellow Jacket think that she would mistreat her friend, her fellow Element Bearer, her best model…

My model. My “deescovery.” My precioussss….

Rarity stopped, her eyes going wide. She looked at her reflection in the mirror against the wall, the gray dust streaking her mane and coat, the bloodshot eyes, reminding her all too well of something she wanted to forget.

Discord. The garden maze. That stupid boulder and me turning on my friends like…

Oh. No.

“Fluttershy?” Rarity approached her friend. Fluttershy had exchanged weeping for gasping, but kept her head pressed against the yellow mare, a scared filly hiding behind her dam.

“Fluttershy, Applejack, Fleur,” Rarity looked at the palomino, who rubbed her flank and gave her an annoyed look, and then Fleur and the mare holding Fluttershy. Yellow Jacket looked back at her coldly. “Yellow Jacket, Queen Vespid, please, please allow me to apologize to you all. I’ve behaved terribly over the past few days…”

“You have.”

“Aunt Posey” looked down at Fluttershy. She cuddled the pegasus neck-to-neck, nibbling at her now-ragged mane. At Applejack’s look, she said, in a voice much like Fluttershy’s, “This form is the oldest one she trusts and loves that I could see in her mind. It seemed right to take it under the circumstances.” She looked at Rarity and added, “I am surprised she feels more dismay over failing you than anything else. But Chrysalis was right,” for once the name was no curse, “few beings love so deeply or well as the ponies of Equestria. Well, most of you.”

Rarity blushed at Yellow Jacket’s words but pressed on, stepping towards the butter-coated pair.

“And I want, no, make that need to tell you how sorry I am that I behaved so horribly.” She looked back over her shoulder at the door and the show beyond, wondered what it would have been like to return a winner. The coverage in Clothes Horse, the commissions and contracts. Maybe she still could?

She looked back at Fluttershy, who finally returned her gaze with her melting emerald eyes, her cheeks wet with tears. Rarity shook her head.

No. Not if this was what it did to her closest friend.

She stepped up to the pegasus, head down, mane dragging, her entire posture submissive and apologetic. “Fluttershy, dear, I… I’m sorry for what I did to you. This was wrong of me.” She looked down, ashamed. “Please forgive me. You’re my best friend and I don’t want you to hate me.”

She whinnied in sudden shock as Fluttershy embraced her, twining their necks.

“Oh, Rarity! I could never hate you, or anypony.” She motioned Applejack over and the palomino joined in the Pinkie-style group hug, laying her head against both of theirs as Fluttershy said, “It’s just – I can’t go back out there, I can’t, not with all those eyes looking at m-me and judging me…” She shivered, and Rarity hugged her close.

“You won’t have to, dear,” Rarity turned away with a small sigh. “I’ll simply tell Prim Hemline that you’re ill from overwork and can’t go on. Though, er, I do hope that my other two models might oblige?” She directed a pleading look at Applejack and “Aunt Posey”. The former rolled her eyes, and the latter snorted. “But as soon as they’re done we’ll be leaving, we need to get out anyway…”

“But, but Rarity! The show, all your hard work!”

“Fluttershy, dear!” Rarity looked back at her. “None of it is worth it if I do you any more harm.”

“Wait,” Applejack said, turning to Fleur. She was working to fix Applejack’s mane, and snorted at her to hold still. Applejack obeyed with ill grace as she said, “Can’t Miss De Lis here go on in place o’ Shy? Like a substitute player?”

“Most certainly not!” The words burst out of both mares at once. They looked at each other with small smiles before Rarity said, “All of a House’s models have to be announced at the beginning of a show. Some models may step out or be removed, but you can’t bring new ones in. And Fleur isn’t a model any more anyway.” She looked at her crate filled with dresses and saddles and sighed. All that work, all for nothing. Outside, Prim Hemline’s amplified voice echoed through the backstage labyrinth, calling for Photo’s models to go out. The last House, besides hers. “Besides, I have nothing that would flatter her properly. No, I’ll just have to look to next year and…” She stopped as Yellow Jacket, still in her Posey form, walked up to her.

“Rarity,” she began, only to stop as the mare held up a hoof. Politely.

“Please, Yellow Jacket,” she said. “It feels odd to be speaking to somepony who resembles a friend so much, especially after how we met.” She shook herself. “Maybe you could turn back to Yellow Jacket?” “Aunt Posey” sniffed and vanished in a blast of golden flame. Fleur snorted and rolled her eyes nervously as the Changeling Queen reappeared in her true form from last night, all ebon chitin and jagged hacksaw horn and golden mane and tail. She looked around at them before she walked over to Fluttershy. The pegasus looked at her in confusion as Rarity wondered herself what Vespid intended. Vespid said just four words.

“Fluttershy. Look at me.”

Fluttershy did. Golden light played along Vespid’s horn, turned into golden flame that consumed her, and in her place appeared a second Fluttershy. She turned and spoke to Rarity in a voice that combined Fluttershy’s softness and Vespid’s tone of command.

“Get me into her dress.” As the mares stared at her in confusion, she said, “You have helped me, I think I owe you this. Besides, having met Photo Finish,” she snorted contempt, “I can honestly say that I do NOT want that mare to win over either Fluttershy or you!” She spread her wings out to make it easier to clothe her. “So hurry up! After this, we’ve got to get going.” A shiver passed along her body, quivered her barrel. “My future nymphlings are getting eager, it seems.”

“Yes, yes! Thank you, Your Majesty.” Rarity said as she took up the dress and began arraying it on 'Vespidshy’s' body. Fleur and Applejack both began to help her while Fluttershy sank down against some cushions to watch and began breathing more easily. Hope sprang anew in Rarity as she said, “And I swear, we’ll do whatever we can to find that Changeling Queen you sensed last night. Maybe it can all still end well?”

“’Less she’s a thousand leagues away by now,” Applejack muttered. “What?” she said to the other mares. “Ah can hope, can’t Ah?”

# # #

“Sky Talon” stood in the staging area lineup, waiting for her cue to go onstage – or on the runway. Dissatisfied with Vidalia’s and Powder Rouge’s work, the loudmothed mare had taken over the last-minute grooming herself.

Audra sighed as she debated what to do with Sky Talon. Clamp her mind and implant false memories like all her one-night “lovers”, or just silence her permanently and stick the body someplace nice and lonely like the old Hive? None of her stage-door stallions had ever recovered their real memories of those nights, but they were clamped and implanted on-the-spot; Sky Talon had been building a memory trace since last night….

“Sky Talon! Ach, what is the matter with you?” Audra clamped her beak on a hiss as Photo drew a wire brush through her coat hard enough to yank out some of the fur. “You are all schtrubbly!” the mare neighed through the brush handle in her mouth. “Haff you forgotten how to even groom yourself?” Sky Talon twitched away, or tried to. She stopped with a yelp as Photo smacked her flank with the brush. “Must you fuss so?”

And maybe, just to give Sky Talon a reason to vanish, she’d try her talons out on this pestilential mare first!

“There, good,” Photo snapped as the door opened. “Ve haff a show, and other Houses to be humiliated by my genius once again, and I…”

And then a royally-dressed butter-yellow pegasus mare with a flowing pink mane and tail came out into the staging area to lock gazes with Audra.

“Just this one last time out there,” the pegasus near-whispered to the marshmallow-white unicorn mare with her. “Then we get out of here, and I…” Her eyes went wide with shock before narrowing with rage.

The empathic feed hit Audra like a wildfire, igniting instincts she’d half-forgotten until yesterday, the fury of Discord’s Curse.

Ponies whinnied in panic as the griffin and pegasus hurled themselves at each other, their cries changing in mid-neigh to the sound of enraged hornets.

[YOU!] Vespid snarled into Audra’s face. [I KNOW YOU NOW! ASSASSIN! HIVE KILLER! YOU WON’T TAKE MINE!]
[INTRUDER!] Audra shrieked, “Sky Talon’s” eye color shifting from yellow to blazing red. [USURPER! YOU WON’T TAKE MY HIVE!]

Rarity gaped in horror. Photo Finish displayed far better survival instincts, galloping for her life through the curtain and onto the runway, leaving a trail of shrieks behind her. Most of the other models and backstage attendants followed her, ears down and necks outstretched in full pony panic mode while the not-pony and not-griffin behind them shrieked at each other.

Snarling like roaring saws, magic flaring, not even bothering to shapeshift, the two Changelings hurled themselves at each other.

# # #

Outside the backstage entrance, Fancy Pants picked himself up from where he’d been knocked to the floor by half a dozen shrieking mares at full gallop. He’d avoided being trampled by the neighing stampede; his fallen monocle hadn’t been so fortunate.

Above him another well-dressed stampede led by a screaming Photo Finish flung itself off the end of the runway into the audience; Prim Hemline stood frozen behind her lectern with its magically-amplified megaphone, eyes wide and mouth open.

“Lord Fancy, sir!” He looked up to see Asta in coronet-blazoned livery; he’d had the Diamond Dog standing by with carriage and drayage van to get Yellow Jacket and the rest to Grand Central as swiftly as possible. Since he’d spotted that huge minotaur in the audience tossing his horns, he’d expected trouble.

“Sir, just what was that row all about?”

Before Fancy could answer, a pair of regally-dressed models crashed through the curtain onto the runway, wings spread. Fancy recognized Fluttershy – at least he thought he did. Her eyes blazed the wrong color – magic-surge yellow, not green – at the other one, a griffin barbarian queen he’d seen in Photo’s entourage. They were both screaming at each other – not in Equestrian, but with the sound of giant hornets’ nests.

The yellow pegasus exploded in golden fire, becoming the berserk Queen Vespid from the night before. A second later the griffin did the same, vanishing into crimson flame to reappear as an ebon and crimson Changeling Queen, a duplicate in all but coloration to the gold-on-black Vespid.

No, not a Queen, Fancy realized, the crimson-maned one doesn’t have that “crown” Yellow Jacket does. What did she say last night, something about “Changeling Princesses,” immature Queens? He snorted in shock. If the Crimson Princess was here to fight, or Yellow Jacket just thought she was, and they battled it out here?

“Wait!” He yelled at the top of his lungs, “Yellow Jacket! She’s not a queen, she’s a princess, and…”

Still in their finery, the two snarling Changeling Queens went at each other with shrieks of rage, fangs snapping, filling the air with crimson and golden thunder as attack spells went off, rearing and lashing with perforated forehooves.

Prim Hemline was first to react, taking a flying leap off the stage as her lectern exploded into kindling. The wide-eyed herd packing Dressage Hall backed away from the spectacle on the runway – all but the big minotaur who bellowed and pushed forward.

Fancy looked at the herd rearing and neighing, and hoped that somehow they’d filled Dressage Hall with the one herd of ponies in Equestria that had managed to miss every single movie, play, newspaper editorial, tabloid, bit novel, and pulp story about Monstrous Evil Changeling Invasions published since the Royal Wedding, and that nopony panicked and started the stampede.

They hadn’t.

With one single massive whinny of terror torn from a hundred throats, the herd wheeled to flee. Hundreds of ponies galloped for exit doors meant to handle a smaller number, shedding hats and accessories as they ran. Pegasi took wing and made for the upper-level windows, the ones in the lead smashing through the glass as they escaped; banners fell from the ceiling onto the floor-level stampede in their wake, the one with Rarity’s sigil tangling up the minotaur fighting against the current towards the stage. His bovine bellows sounded over the rest of the Discordian racket.

“I strongly suspect that is what the row was all about, Asta,” Fancy said, feeling some surprise at how steady his voice was. “I think my wife and her friends are going to be needing some help. I’ll handle that. You get those doors open and oh yes, do be a fellow and call the Constabulary.” He ran for the back, dodging as a spell blast struck nearby, leaving a smoking hole in the floor.

“I think they may be needed!”

# # #

“Girls!” Rarity charged back into the dressing room like Nightmare Moon, Discord, and Chrysalis were all on her tail. And gaining, from the inequine howls and roars echoing through the backstage labyrinth behind her.

Applejack and Fleur stood before Fluttershy, who looked as ready to run as Rarity did right then. The thunderous BOOM of a magic blast punctuated the echoing racket.

“Dangit, Rarity!” Applejack said as she tried pressing past her to get a look. “What the hay is goin’ on out there? Sounds like a bunch o’ dragons fighting!”

“Vespid,” Rarity gasped out, her mane and tail frazzled, her flanks heaving. “She found – the other – Changeling Queen! Backstage! In the big – staging area!” Their eyes widened in realization as she gasped, “They went berserk! They’re fighting – out in the Hall! Ponies are stampeding! We have to stop them!”

“You do that,” Fancy Pants said as he came into the room, looking the worse for wear. Fleur gasped and went to him, and they exchanged a brief nuzzle before he said, “I rather imagine, Miss Rarity, that you and your friends have the experience with battling monsters. Fleur and I will be opening those doors before any more ponies are injured. With your permission, Your Ladyship?”

“What? I, yes!” Rarity blinked. Her title was no longer some fancy toy to show off. It meant she had a duty to fulfill, and she drew herself up. “Fancy, you and Fleur help clear the Hall. Applejack, you help me stop Vespid and the other Changeling Queen before they level the place!” As though in emphasis, another explosion came from outside, along with a shriek of Changeling pain and the sound of a chandelier smashing against the floor.

Applejack said nothing, she just hurried past Rarity. Fancy and Fleur galloped out and headed for the side doors that lead into the outer hall. Rarity turned to follow Applejack, but stopped at a sound behind her.

“Rarity! Stop! I mean if you don’t mind.” Fluttershy fluttered up beside her, airborne for once. She shivered as another howl came from outside, but still said, “What about me? I can’t hide back here if you’re all out there!”

Rarity almost told her to stay before she saw the determination in her eyes. Fear too, yes, but more than that.

“Dear, if you want to help, fine, but I’m not sure what you can do against these two!” She raced out after Applejack, and felt no surprise to hear her friend’s wings beating the air as she followed.

# # #

Outside in the main hall, the battle raged. Vespid snarled and tried backing away to catch her breath, desperate to protect the eggs within her. Beneath the pheromone-driven fury that consumed her, a small rational part of her mind warned her to keep her distance and cast magic. Unfortunately it lay buried beneath Discord’s Curse, telling her to charge in on the rival to her throne and Hive and start tearing with fang and hoof.

She only dimly heard the ponies’ panic-stricken whinnies and neighs as they fled. Behind her the remnants of the chandelier that this assassin ripped down from the ceiling with her wild magic blast rested against the floor, where it’d barely missed her. Ichor trickled down her sides, from withers and chest and the best of her neck from the wounds she’d already taken. Wings buzzing, Vespid tried circling her enemy, hoping to charge in at an unexpected angle. But that crimson-and-ebon rival must have guessed her plan. She flew at Vespid, her own horn aglow and forelimbs shapeshifted into griffin’s talons.

Vespid waited until she got close, and then shot upwards to use her horn like a lance, thrusting down at the body past those talons. Audra folded her legs in and tried to drop and shoot past. Vespid lashed out with her hind legs and connected. Audra shrieked and bounced off the floor, knocked down by the kick. Vespid dropped, ready to rend with her fangs. They snapped on thin air as Audra scrambled out of reach, her claws scratching slivers out of the wood as she ran.

Once past it Audra rose into the air again, her eyes blazing with even more fury now. She jeered at Vespid. Vespid snarled. It’d been centuries since she’d fought the last Queen trying to take her Hive, on a Nightmare Night the ponies had kept records of, and she’d almost never fought since. She’d never thought she would need to. She wondered if she would die here cursing her overconfidence.

Audra’s horn flared and shards of glass from the fallen chandelier lashed Vespid’s sides. One especially large piece collided with the side of her head. Queen Vespid shrieked at the unexpected pain and dropped. She choked down the nausea she felt, fought to rise and defend herself, as the other Changeling dropped beside her.

[SO THIS IS WHAT I FEARED?] Audra’s chitter mixed with a griffin’s hiss as crimson lightning gathered along her zigzag horn, [CELESTIA’S PET QUEEN?] The crimson princess spat at her; the part of Vespid along for the ride thought it all rather theatrical.


Something yanked Audra away from her – a gigantic black minotaur, snatching her up in a bone-breaking grip.


# # #

Audra couldn’t believe this. She just couldn’t. She’d been on the verge of ending all her fears of discovery, maybe forever.

And that lummox Asterion comes out of nowhere, grabs her by the neck in a wrestling move he’d never showed griffin-her, only told her about due to the danger of its being accidentally fatal, and roars at her.


[IDIOT!] She fought the fury of Discord’s Curse enough to shriek at him. [I AM AUDRA! LET ME GO! I HAVE TO KILL THE INTRUDER!] She would have said more, but his wrestler’s grip squeezed even harder; she felt and heard her chitin crack, gagged on the ichor filling her throat.

He is actually trying to kill me!

“EITHER YOU TELL ME WHERE SHE IS,” Asterion bellowed, somehow squeezing even harder, “OR I’M GONNA TWIST YOUR HEAD OFF, YA LOVE-SUCKING BUG!”

Anger roared from him like a thunderstorm. Past him, Audra could see that hated yellow bug staggering back up on her hooves, and worse, other ponies galloping out from backstage radiating emotion. That fashionista from two nights ago with a palomino mare, Lord Fancy Pants with a pink-white unicorn mare from the Canterlot papers – and that pink-maned yellow pegasus from the theater loft last night? The last felt like she was torn between running for her life and a steely determination to help her friends no matter what. They loved each other, even loved Vespid as a friend, almost like how Asterion loved griffin-her…

Why did he ever have to see me like this?

So she instinctively snatched all the energy built up in her horn, forced it into a blasting spell, and hit Asterion with it at full force, breaking his grip.

He flew away from her like a great roaring hairy comet, right at the far wall.

And as he did, a blue-coated somepony rose and got into the way.

# # #

Photo Finish was not having a good week.

First that Fluttershy showed up and had everypony in the audience eating out of her hoof with that phony oh-I’m-so-shy routine without even trying. What did that mare have against her, anyway?

Then that new House she was with, that pathetic little outfit from Ponyville, was doing better than hers, an unforgiveable insult as well as a threat.

And just to top it all off, the new model she’d discovered AND that ungrateful and stubborn Sky Talon, both turned out to be Changeling Queens! And they started to tear apart Dressage Hall!

Now “I, Photo Finish,” huddled behind some of the seats as a battle straight out of Changeling Invasions! raged and roared only lengths away. Two rows down and four lengths across, a news or magazine photographer popped up and down behind the seatbacks, snapping pictures as fast as he could work his camera harness.

And the bugfight sounds were getting louder, perhaps it was time to stop hiding and leave instead?

“Universe,” she moaned as she rose to her hooves, “Photo is such a good pony. What did Photo ever do to deserve this? Does not Photo deserve a break for once?”

Photo got her answer as a flying Asterion crashed into her. He bellowed, Photo shrieked, and both pony and minotaur were embedded in the wall.

# # #

“Queen Vespid!” Fluttershy gasped as she reached the fallen Changeling Queen beside her friends. In the distance, a minotaur slid down the far wall while Fancy and Fleur raced from door to door lifting and shoving ponies through over the crush.

“Fluttershy?” A raspy voice said nearby. “You have to get away from here… Battle’s no place for some soft little pony like you…”

“I can’t,” Fluttershy said as looked down to see Vespid eying her and looking dazed. Red-tinged ichor trickled from several injuries, but none of them looked serious to Fluttershy’s trained eye. Vespid just turned to keep her swollen barrel away from the other Changeling. Fluttershy caught her shocked stare as she stood to shield Vespid from her attacker. “I won’t abandon my friends!”

“RUN!” Vespid snarled like a beehive speaking Equestrian. The crimson Changeling shook herself and growled like a timber wolf before turning to sneer at Fluttershy and Vespid. She began to stalk forward, moving like a hunting griffin. A hunting griffin that seemed familiar.

Fluttershy swallowed but held her ground, wings flaring. She opened her eyes and let the Stare blaze forth, just as it had to Vespid the night before.

The Crimson Queen jerked up short with a griffin’s hiss. Fluttershy gulped to find herself looking into those blood-red eyes, eyes that seemed familiar somehow. And the stance and pose…

“Better hurry, little pony. The predators have business to discuss…”

And Fluttershy suddenly understood Pinkie Pie’s “Pinkie Sense”. Awareness hit with such a shock that she dropped the Stare and stepped back.

The Changeling’s wings blurred as she got ready to attack, but she hesitated at the pony’s words.

“You’re that griff from last night…” Fluttershy’s voice carried only to the ears of the two Changelings before and behind her. “The other griff in the theater loft… You’re Audra von Adler!”

For a moment the two stood there like statues in the Sun Palace’s garden, then the Crimson Queen leaped at her and Vespid.

Only to stop with a shocked yelp as the glow of Rarity’s magic snatched at her tail and brought her up short. Applejack gave a whoop and leaped on Audra’s back, holding on for dear life as the Changeling snarled and plunged, dragging both Earth pony and unicorn along for the ride.

“My mane!” Rarity shrieked.

“Just hang on, Rares!” Applejack yelled back. She gripped the crimson Changeling by her mane, pinning her wings. “YEE-HAW! It’s better ’n a rodeo!”

[GET OFF ME, YOU FOOLS!] The crimson queen buzzed. [I JUST WANT TO KILL HER, NOT YOU! YET!] She began to buck like a bronco, leaping into the air on four stiff legs, her head down and snorting. The sound of terrified ponies faded as the last escaped the Hall; Fancy Pants and Fleur ran for the stage from two different directions; Fluttershy watched as Applejack just kept hold with an almost contemptuous ease.

“Ma little sis fights harder ‘n you do, lady!” Applejack jerked her muzzle back as the crimson Queen snapped at her with those wolfish fangs. Those jaws came together with an audible chopping noise, tearing away half of the dress she still had on. Rarity gasped in horror. Applejack yelled, “Rares, if ya got any special tricks, better use ‘em now!”

“Clear the road, darling!”

Two chairs levitated up from the audience in a purple glow, smashed against the Changeling’s neck and croup, cracking chitin.

“LET HER HAVE IT, RARES!” the palomino neighed from her bucking perch.

Then a third chair knocked Applejack off the Crimson Queen’s withers.


Audra laugh-snarled in triumph just in time for the chandelier above her to come crashing down, hammering her into the floor. She vanished under the wreckage with a cut-off yelp.

Silence filled the hall, aside from the panting of tired ponies and Vespid’s pained breathing. Applejack staggered to her feet; the Changeling Queen swayed on perforated hooves. Another banner – this one with Photo Finish’s sigil – fluttered from ceiling to runway as dust settled and a slow trail of ichor trickled out from under the pile of splintered lumber and shattered chandelier.

Slowly, the three ponies and one Changeling Queen approached the pile.

“Oh, my,” Fluttershy said, finding herself unable to say much of anything else. She looked at her friend, whose panting slowly stopped as she began trying in vain to repair the damage done to her mane. “Rarity, I didn’t know you could do that.”

“Neither did Ah,” Applejack said, shaking her head in amazement. She tore the remains of her ruined dress from herself.

“Sorry ‘bout the dress.”

“I suppose it was seeing my hard work be ruined by that savage that did it,” Rarity said, shaking her head sadly. “Oh, and the threats to all of you, of course. I’m so sorry for everything that happened this weekend. I hope you two can forgive me.” Vespid coughed, not entirely intentionally. “Oh, and you as well, Your Majesty. Oh dear, I trust you’re not too badly injured?”

They watched as Vespid checked herself, craning her neck to look at her abdomen and legs, checking out the seeping cracks in her carapace, buzzing her wings.

“I will live,” she said, and as she did golden fire surrounded her to let her reappear as a not-quite-pristine Yellow Jacket. She sighed. “I do desire to return to my Hive, though. And this one?” She contemptuously kicked the pile of wood. “Is she dead?”

“I hope not, the poor frightened thing,” Fluttershy said. Her friends looked at her in confusion as she added, “She must have smelled Vespid at the Hippodrome last night. Remember how she reacted?” She pointed at Yellow Jacket, who managed a blush. “That’s why she replaced Sky Talon and came here in her form, to try and stop Vespid and get away later.”

Applejack scraped the pile with a forehoof. “This ain’t Sky Talon?”

“No,” Yellow Jacket said. “If she were, I would have scented her before this. We would have fought that first day in the lineup.”

“Huh,” Applejack said. Then, looking at Yellow Jacket, she said, “Hey, why aren’t ya going wild anymore? “Cause this here other Changeling Queen’s knocked out?”

“No,” the golden “unicorn” shook her head. “The rage spent itself in the fighting. And she’s not a Changeling Queen, but a Princess.” She looked around at the three ponies – five now that Fancy and Fleur approached what remained of the runway. “She bears no ‘crown’ in her true form. She can’t command Changelings, or assemble a Hive.”

“Well,” Rarity said with a sigh of relief. “At least we don’t have to worry about another Changeling Invasion.”

“If she ain’t Sky Talon, then where the hay’d she come from?”

“I think we saw her last night at the theater,” Fluttershy’s soft voice answered. “On the stage.” The pegasus raised one hoof at the pile. “That’s Audra von Adler.”

Unicorn and palomino gaped; Yellow Jacket just frowned and looked down.

“She came here to kill me?”

“No,” a pain-filled voice hissed from the wreckage pile. “I came here to make sure I could stay hidden. In Secrecy lies Safety...”

The ponies took a step back as the pile shifted and a perforated black hoof groped out, followed by a cracked and dripping Changeling Queen horn and attached head – a crimson-maned head without a crown, one red dragon eye swollen half-shut like Blueblood’s on the Day of Three Rarities. “I had a life… as Audra... twenty years Topside… the Second Filea… nopony ever suspected… then YOU –” Her chitinous lip curled back over her fangs as she glared at Yellow Jacket – “had to bring Discord’s Curse.”

Fluttershy stepped forward to examine her injuries; the crimson Changeling kept rambling to the two yellow mares before her. “You made me change in front of that fool griffin... I had to cover my trail… make sure she couldn’t talk…”

“You killed her.” Yellow Jacket said with a cold frown. Audra laughed, a weak ki-ki-ki-ki-ki.

“No, just knocked her out… took some of her memories….” she said to the stunned ponies. “Enough to be able to replace her… for a day or so... long enough to lay a trail so nopony could follow her back to me….” She shrugged, ichor dripping from cracks in her chitin. “I stashed her in the old basements… under the Hippodrome... I guess she’s still there, all tied up… unless she’s had a heart attack by now....” She gave a fanged grin. “Heh, for a big tough griffin she blubbered like a hatchling when I clamped her out…” She sank back with a hiss and lay still.

“Oh my goodness!” Fluttershy turned to Yellow Jacket. “She must still be there. The poor griffin! Yellow Jacket, you wandered around backstage the other night, can you find that basement?”

“I suppose so,” the golden “unicorn” said, curiosity filling her voice. She cocked her head at Fluttershy. “I’d have to transform into my true form to trail down the emotional resonance, though. But why?”

“Don’t you understand? Sky Talon is still down there, alone in the dark! We can’t leave her there!” She turned and began fluttering towards the doors, only to stop and shy back at a yell from above.

“HALT! Where do you think you’re going?”

The beat of pegasus wings and sound of clattering hooves made both ponies and Changeling look up. Ponies in the barding of Manehattan’s Finest poured into the Hall, unicorns and earth ponies through exit doors, pegasi through broken-out windows, filling the hall with badges and blue barding. Two pegasi dove on Fluttershy, seizing her in mid-air and bearing her down; a dozen more fanned out to check the hall from above, diving whenever they spotted a pony.

A half dozen surrounded Fancy and Fleur; another dozen trotted towards the broken runway, an even mix of massive earth ponies and unicorns with horns glowing and ready. One earth pony sported an officer’s helmet-crest; two of the unicorns held aloft familiar-looking brass lanterns, shining their eldritch green glow over everyypony within range. Yellow Jacket gulped at the sight.

Most of the constables leaped onto the stage; the unicorns without lanterns stayed behind, covering them with lowered horns. The crested officer caught sight of the motionless Audra; his eyes went wide and he neighed “CHANGELING!” The unicorns with the lanterns thrust them forward, while the others readied horns and weapons; two bore what looked like a steel mesh net.

“Officers,” Rarity took a step forward with the most winning smile she possessed. “Before any problems start let me assure you that…”

The lanterns’ light played over her and her friends, revealing three ponies and one battered and irate-looking Queen Vespid.


Vespid snarled as sabatons crashed steel-on-wood and snorting unicorns lowered their heads, horns pointing at the Changeling Queen like glowing lances.

“No! No! No!” Rarity neighed, hurrying between Vespid and the approaching constables. “This is Queen Vespid! From Canterlot!”

The Manehattan cops snorted. She thought fast.

“You know – Princess Celestia’s Tame Changeling Queen?”

Vespid shot her a dirty look as the white unicorn continued, talking fast. “She’s here undercover on behalf of the Princess –“ Rarity stopped as the crested officer stepped forward, ears back and nostrils flared.

“And who are you, exactly?” His head down and eyes shaded by his blue helmet, he reminded her all too well of “Tirek’s” guards from the night before.

“Rarity Belle of Ponyville, Countess Lipizzan by order of Princess Celestia.” She forced a smile. “Bearer of an Element of Harmony?”

The officer snorted; two of the crestless ponies moved to back him up while most of the others secured Audra.

“We were in all the papers!” Rarity all but shrieked, pointing at her friends with a marshmallow forehoof; Applejack returned the cops’ surly looks while Fluttershy half-hid behind her mane in the grip of the two pegasus cops. “This is Applejack, Countess Appleoosa, and Fluttershy, Countess Caspian. They’re fellow Elements of Harmony! The Day of Discord! The Royal Wedding! They made movies about us!”

“Hay, I think I know her,” one of the blue-barded earth ponies said. Rarity smiled....

“Wasn’t she a serial killer in that horror thriller?”

Rarity’s right eye started twitching.

“Least he didn’t say ya were a wolf,” Applejack whispered to her.

Before Rarity could do anything stupid, Fancy and Fleur approached the runway, along with two Constabulary ponies with captain’s helmet crests. Across the hall, unicorn medics levitated a smashed-up Asterion onto a stretcher, detached a much smaller Photo Finish from the wall. More medics leaped onto the runway, headed for the wreckage pile where a unicorn clamped an anti-magic shackle on the Changeling’s horn while others shifted what was left of the chandelier.

“Ahem! Ensign! If you would, please?” The officer on the runway looked back at Fancy.

“I assume you know who I am?”

Rarity wondered if they would. Both Fancy and Fleur looked like they’d run a steeplechase and wiped out at every jump; the fashionista almost shuddered at all the sweat-stains and rips in their finery. Still, Fancy had one of their Captains with him…

“Yes, Lord Fancy, we do.” His eyes still darted between the Changeling Queen and his Captain.“We wuz told of a Changeling Attack, two Queens tearin’ up the Hall –“

“There were,” Fancy continued. “This one,” he pointed to Audra, “Is some sort of rogue queen, guilty of assault at the least. The other,” he indicated Vespid, who buzzed her wings, “is under the protection and bears the trust of the Sun Princess,” his voice went stern. “And is as worthy of respect.”

One Captain beside him nodded; the two pegasi released Fluttershy, who turned and made for the Bridleway exits. The cops on the runway turned to secure Audra.

“Come on!” Fluttershy yelled to the others as loud as she could. Which wasn’t all that loud. “If you won’t help me, then I’ll go alone!”

“Oh, buzz you, you wretchedly altruistic overgrown filly!” Hooves clopped across the debris-strewn floor as Yellow Jacket leaped from the runway and hurried after her, followed by the others.

“Wait for me!”

As they cleared the door, a voice bellowed at them from a stretcher being levitated out the next door, the smashed-up minotaur on it thrashing around at the sight of the six going past.


A black-haired hand reached out for Applejack, caught her by the tail.


The others stopped short; Asterion pulled the palomino to him as pony cops and medics tried to hold him down.


Aftermath: Beneath the Hippodrome, Manehattan

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Chapter 9
Aftermath: Beneath the Hippodrome, Manehattan


Sky Talon squirmed on the cold dirt floor, alone and terrified. Bound foreleg, hindleg, and wings, a drool-soaked gag in her beak, a bag over her head, mud from her own urine caking her fur, she didn’t know how long she’d been there in the darkness since last night. She’d heard nothing since Audra had left her here. Was she still in the Hippodrome? Or somewhere beneath it, in the sewers where, as Audra gloatingly told her, she’d never be found? All she knew was that aside from hunger and the cold dirt speckled with stones, all was darkness and silence since last night’s horrific discovery.

She remembered the red-eyed Changeling bearing her down onto a stone floor, shifting into a mirror image of herself, then something pushing into her head like a hive of bees, then nothing until she awoke lying in the dirt amid darkness and silence.

She didn’t know how long she’d been trying in vain to work the ropes loose, squawk through the gag for help, shake or rub the bag off her head. Finally she’d given up, exhausted, with nothing to think about except what that monster would do to her when it returned.

“I’ll be back as soon as I’ve finished ensuring that nogriff wants to ever see you again. And then? Then I’ll have all the time I need to decide how to deal with a fool griffin like you!”

“I’ll deal with you later.” A soft squawk like a chuckle, in her own voice. “Maybe I’ll just drain all your emotions, leave you a mindless drone. Photo might like that. Or maybe I’ll just have,” the sound of somegriff licking their beak, “a more substantial dinner.”

She’d fled her home aerie to the pony metropolis, clawed her way to the spot of top Equestrian model, cast aside friend and patron alike when Photo Finish had offered her even more wealth and fame. Now she was going to die – here, alone, underground.

Or worse, die like the victims of those Changelings in all the pulps and movies. What would it be like to have all her emotions drained away, to become some empty thing?

“Ah! Vunderful! Please haff all mein thanks, Miss Shapeshifting Monster!”

Sky Talon stood there, nude except for a collar around her neck, drooling mindlessly as Photo Finish spoke to an Audra now back in griffin form. That unicorn nag Yellow Jacket stood nearby, gloating as she admired her reflection in the mirrors all around her. But why did she have a butter-yellow coat, and a pink mane and tail?

Photo spoke. “Dis vay I, Photo Finish, may get some actual use out of her. Not that she ever was much use, now that I haff mein new discovery,” she nodded at Yellow Jacket, who seemed oblivious. “But I suppose she can carry our things or do something else equally vile and degrading.”

The blue fashionista turned and stalked off. Yellow Jacket followed, stopping just long enough to sneer and drop a small pile of luggage before Sky Talon.

“Here, drone, make yourself useful and carry this! I mean, if that’s okay with you.”

Sky Talon did so, her eyes empty, as Audra cackled cruel laughter behind her.

Sky Talon swallowed and fought harder than ever against her bonds, tongue straining against her gag. I have to get out of here! Photo, Finest Silk, somegriff, anygriff, HAALP!

# # #

Hooves pounded on the backstage performers’ entrance to the Hippodrome. The door opened to reveal an earth pony stallion in usher’s livery and gold lace.

“We have to get in!”

“Show’s not until six, ladies,” he snapped to the four unicorns, one pegasus, and one earth pony who all looked the worse for wear. “We won’t be letting anypony in before five – HAY!”

He whinnied as Yellow Jacket and Rarity magically lifted him into the air with a snort.

“We’re in a rush,” she snapped. “Besides, there won’t be any show tonight. Tirek’s in the hospital and Megan’s on her way to the Tombs. So let us in!”

The usher’s expression went from smug to shocked at the mention of Manehattan’s infamous city jail.

“Go and send a messenger to Dressage Hall if you doubt me. But right now we have to search your basements for any sign of a foalnapped griffin!” Yellow Jacket brought him closer, making her eyes glow a fierce gold. “Understood?”

Applejack pushed her way forward and yelled. “Ah’m the Element of Honesty, and Ah say we hafta get in! NOW!”

“My dear fellow,” Fancy Pants interrupted. “These are three of the Elements of Harmony, the Countesses Lipizzan, Appleoosa, and Caspian, from the court of the Princess herself. We have reason to believe a griffin is being held or in distress somewhere in your theater’s basements. We’re coming in, one way or another.”

The usher nodded.

“Yellow Jacket, set him down.”

As soon as his hooves touched sidewalk, he leaped aside with a panicked whinny as the five mares and one stallion charged past into the backstage. None of the Hippodrome ponies setting up dared get in their way as the six galloped for Audra’s dressing room.

“Oh dear,” Fluttershy half-panted as they reached the door. “I hope… Sky Talon… isn’t hurt or frightened!”

“She’s a griffin,” Yellow Jacket yelled up to her, then braked outside as three unicorn horns and an earth pony body slam wrenched the door open. Applejack plunged in first, only to trip with a whinny on the thick carpeting. Yellow Jacket ignored her as she said, “Griffins don’t scare easy.”

# # #

Not easily, but they did scare. Especially if they’d spent more time than wise reading many of the horror novels and pulp stories about carnivorous changelings over the past year. Especially the really explicit griffin-authored ones.

“Hmm,” the Changeling Queen said, licking chitinous lips as she looked down on a helpless Sky Talon stretched on a giant silver serving platter before her. Nearby stood platters heaped high with rack of dragon, Diamond hot Dogs, and barbequed pony ribs. Her horn glowed as small jars of various sauces, ranging from savory to sweet, floated out to set down around the griffin. Her fangs gleamed as she said in a voice thickened with hunger, “I’ve never eaten a whole griffin before. Plain emotions get so boring after a while? But the emotions you’ll feel as I eat you alive!”

Giant apple jammed into her mouth, Sky Talon writhed against her bonds, formed of whole sides of minotaur bacon made into ropes, as Audra said, “Oh, now this will be such a memorable meal!”

And as in Sky Talon’s imagination, that long neck lowered monstrous fangs for their first mouthful of blood-raw griffin, she tried so very, very hard to scream.

She couldn’t as much as chirp past the apple in her mouth.

Anygriff! Anypony! Get me outta here already! PLEASE!

# # #

As Yellow Jacket waited outside – after last night and this morning, she didn’t want to risk a relapse – five ponies looked around a room filled with sweet-scented bouquets, thick Saddle Arabian carpet underhoof, fine perry and icewine in crystal bottles on a side table, and a vanity set with enough makeup to give Rarity a run for her bits. On one table a small glowgem lamp laid, hood drawn.

Applejack picked herself off the floor. “Two griffs went in, one came out, that’s what Asterion said.… How?”

Five ponies scanned the walls – the glowgem wall sconces done in the fashion of cressets from a hundred years ago protruding from the brilliant russet wallpaper. Crystals dangled from the sconces; wooden trim dividers cut the wallpaper into sections wide enough to fit a pony or griffin.

“Uh, secret door, like in all the movies?”

Fancy’s, Fleur’s, and Rarity’s horns all glowed as one, sending magical auras over the wallpaper. Applejack circled the room, thumping the wainscoting with one forehoof; Rarity tried to pull and twist the sconce-lights with both horn and hoof while the other two unicorns pushed against the walls.

“Yellow Jacket! Can you sense anything?”

The Changeling Queen let her empathic sense expand outwards. Confusion and shock in the theater outside. Apparently they’d learned about the loss of two of their big show’s main performers. From Fluttershy, mostly worry for Sky Talon, and no fear of her at all – and only a very little of it coming from Rarity and Applejack.

And from somewhere below her, another source of fear and panic, distant but surging and spiking.

“Something from below. I think she’s still alive.”

Applejack turned from where she was tapping the wall section. “Now how do we get down there?”

“I’ve been down to the main basements…” Yellow Jacket started to turn in the direction of the ramps leading down.

“Let's finish checkin' here first.” Applejack neighed as the tapping, pulling, twisting, and pushing finally got results; a section of wall swung open to reveal a lightless stone passage leading down.

Taking a deep breath and holding it, Yellow Jacket dashed into the room and into the secret passage.

“Don’t just stand there!” she whinnied as she disappeared into the darkness, a flash of golden fire lighting up the passage as she shifted back into her true form. Her night vision would be better that way. “Bring that lantern and come on!”

# # #

Sky Talon shuddered and convulsed within the slimy transformation cocoon, kicking out with her powerful hind legs at the walls that stretched and gave without tearing. She gagged on the thick slime that surrounded her, breathing it in as it filled her mind with new and coldly alien thoughts.

“I thought this would work,” Audra chitter-purred as the Changeling caressed the cocoon holding Sky Talon. All around her, other cocoons held other beings, ponies and griffins.

Sky Talon wished she could shriek her pain as she felt her bones melt and ooze through her skin to become a carapace, a curved horn splitting her forehead to thrust outwards. Perforated hooves replaced her talons; clear membrane replaced her gorgeous feathered wings and her beak dropped away, replaced by a structure of flesh and chitin thrusting itself outwards.

She tasted the blood of her sprouting fangs as Audra said, “I need strong new changelings to swell my Hive, and I can start with your griffin aerie. They’ll accept you, and then we can build our numbers back up by transforming others.” The cocoon split open, spilling the transformed griffin out onto the floor. Audra smiled down at her.

“What do you think of that, my pet?”

Sky Talon looked up at her destroyer, a chasm of hunger and cold emptiness and desire to serve within her, nothing else, no longer a lovely griffin, not ever again.

“Yesssss, O Queen,” she hissed, a perfectly loyal slimy horror of a Changeling.

Sky Talon fought more savagely than ever against her restraints, half mad with fear and loathing. Not that, never that! Don’t let me become a hideous, slimy changeling, just a monster! Let me die first!

# # #

In the darkness beneath the Hippodrome, a section of stone wall pivoted and five ponies and a Changeling Queen poured out into the basements. A small lantern hung from the yellow pegasus’ mouth, casting a small circle of glowgem light amid stone pillars and vaults and shadows and the golden shine of Changeling eyes.

The three unicorns lit their horns, revealing piles of old sets and props stretching into the darkness like an underground Everfree, everything from a farmhouse to the Sun Palace in Canterlot.

Fluttershy eeped as the sudden light revealed a long-forgotten plaster statue of Nightmare Night’s Nightmare Moon, rearing to attack with fangs showing in a dusty snarl; the lantern clattered to the floor.

“What now?”

“Is she down here?”

“Can you trail her?”

“I think so.” Vespid closed her shining eyes, sent her empathic sense through the labyrinth, taking in every trace of emotion and scent. A long moment later, she opened her eyes and addressed the ponies.

“Yes and no. I can sense something down here that feels like a griffin, but not enough to get a direction. The five of you are too much noise, too close by. Only that it’s somewhere below us, and radiating fear.”

“She’s alive, then?” Fluttershy said as she picked up the fallen lantern with her teeth. "Somewhere down in all this," she gulped and looked around, "these closed walls?" Vespid felt Fluttershy's fears, a very pegasi-like claustrophobia, beating against her worry for the ponynapped griffin, and failing to defeat it as she kept searching.

“I think so…”

“Iffen we split up,” Applejack interrupted, “we can search faster.”

“Agreed,” Fancy Pants replied.

A quick huddle and the six split into three pairs; Fancy and Fleur set off in one direction for the lower basements, Rarity and Applejack in another, calling Sky Talon’s name and going quiet, ears swiveling for any reply.

Vespid headed in a third direction, stopping to catch scent; Fluttershy followed her, a few steps behind. As the unicorn hornlights faded and cries of “Sky Talon!” echoed, the pegasus spoke through the lantern handle in her mouth.

“Uh, excuse me for asking, but where are we going?”

Vespid looked over her shoulder as she trotted along, following the faint scent of sewers.

“That Hive I mentioned before, the dead one in the sewers; we should be almost on top of them. They must have used this chamber as an adit to go Topside and feed on the audience. Pegasi and griffins go for altitude, Changelings go deep.” She kept walking, over a stone floor that pitched down into the dark.

Fluttershy caught up with her around the second stop-and-take scent.

“What when we find her? I mean,” Fluttershy hurriedly explained to Vespid when the Changeling Queen turned and frowned, annoyed at the interruption, “We have to get her out of here. She might be injured, and she’s almost certainly terrified.” She shuddered. “I know I would be.”

“I wonder,” Vespid responded, honestly wondering. This little pegasus struck her as braver than even she herself guessed, if she was this willing to go on looking for someling who despised her while scared half to death. If not for the way it would affect the opinion many ponies still held of her kind, she would have let Sky Talon save herself if she could.

Vespid said, “Be careful when we find her. I know you want to help her, but if she is scared or injured she’s likely going to be half wild with rage and fear. And she already hates you.” She turned and looked Fluttershy in the eyes, holding her gaze as she would with one of her own drones. “Be careful. I doubt I have the strength and energy to carry the both of you out of here, especially if you’re both wounded. Stand back and let me handle her.”

She turned and began looking again. A smile stretched her lips as she found the right trace, a sharp fear of discovery mixed with cold shuddering terror of death. And more, a deeper and wilder panic afloat in nightmares.

“This way.” She headed for a spot against the far wall underneath an old iron torch cresset. A real one, not a mockup like those upstairs. A push with Changeling magic, and the wall beneath it opened onto a rough-hewn tunnel, chewed out of the earth and reinforced with hardened goop.

“Changeling tunnel adit.” Probably one of those leading up from two nights ago. “Block it open; when it’s shut, only a Changeling can open it.”

“If she is scared or hurt,” Fluttershy insisted behind her, “Please, let me help her.”

“If she cooperates,” Vespid snapped back. “If.”

# # #

Sky Talon shuddered and gurgled, her belly swollen obscenely and with small bulges seeming to crawl just under the fur and feathers. Audra stood nearby in her true form, a strangely gentle expression on her face as she reached out with one clawed forelimb to gently caress her belly. Sky Talon groaned at the touch, a ripple passing along her bloated body.

“In retrospect, I’m so very glad I didn’t kill you, Sky Talon,” she said, her voice a gentle rasp. “There are so few changelings left since Chrysalis failed to conquer Equestria.” She added, thinking out loud as the bulges began moving even more swiftly under Sky Talon’s skin, “Better be glad they didn’t try attacking griffins, or we’d all be dead. But I say again, I am glad of this,” She smiled down as the agonized griffin’s skin began to split, revealing small insect-like horrors with blood-stained, crimson carapaces.

“Who else could be strong enough to bear my hatchlings into the world?”

The newly-hatched larvae looked up at their mother, showing tiny fangs in eager grins before saying in shrill little voices remarkably like Photo Finish’s, “Mommy!”

“Yes,” Audra crowed as they sank back inside to devour the griffin alive, “Eat and get big and strong, my children!”

Sky Talon wondered how her heart could beat so hard without exploding in her chest. Her pulse sounded like thunder in her ears, louder and louder. Her talons and claws scrabbled at the dirt, wild to rend and tear, to find something, anything, to fight back against. Panting like she’d flown a hundred-mile race, she shrieked in her mind.

Sun-flank and Moon-flan – I mean Princesses Celestia and Luna! Save me and I swear I’ll never say anything nasty to a pony, ever again! Not even the dweebs!

She froze. What was that? Hoofbeats? Pony voices?


Ponies! Help! She thought with almost mad joy. I’m being rescued!

She shrieked an answer into the gag, with full griffin lungpower.


Then the sound of hooves approaching; she thrashed half-upright, tufted tail lashing.


The breeze from wings ruffled her fur; a second, softer set of hooves joined the first; a faint light penetrated the fabric over her eyes. Two ponies! I AM being rescued! They’re saving me from that Changeling Queen!

“WE FOUND HER! SHE’S ALIVE!” The voice was a pony’s, but not quite a pony’s with a chittering, buzzing undertone…

With a golden glow of magic, the bag whipped off her head to reveal two figures before her. One was that coward of a pegasus with a lantern in her mouth; the other, behind her…

Sky Talon stared into the face of a golden-maned, golden-eyed Changeling Queen with swollen belly and ready ovipositor.


# # #

Fluttershy jerked back, dropping her lantern as the golden griffin’s eyes engulfed her face and she exploded into a frenzy of thrashing and muffled screaming.

“Yellow Jacket, I mean Queen Vespid, look out…! Never mind.”

Beside her, Queen Vespid jerked back from a panic-driven beak-peck; feathers flew and tail-tuft lashed; eagle and lion limbs strained against the torn curtain cords that bound her.


“Ungrateful vermin!” The Changeling Queen’s eyes blazed and her horn glowed like a torch as the burlap bag began to replace itself over the griffin’s head. More feathers flew, bound talons clawed air, the stink of waste and fear filled the stone chamber.

“No! Don’t!” Fluttershy rushed forward, putting herself between the griffin and the Changeling, wrinkling her nose at the foul reek of Sky Talon voiding herself. “Can’t you see how frightened she is?”

Vespid stepped back; Sky Talon’s wide eyes darted between her and Fluttershy. She gave a muffled whimper.

The yellow pegasus looked around the chamber, noticing the small size, the chewed-up walls, the silted-in floor, the raw patches on the griffin’s body where she’d rubbed feathers and fur away in her struggles. “She couldn’t hear or see or even feel anything, she had nothing but silence and darkness for a whole day! She’s been half-crazy with fear… and I know what that’s like.”

Fluttershy pressed against the whimpering griffin in a pony hug. “It’s all right. You’re safe now. That’s not the same Changeling, she’s with us, she’s all right…”

“Get back, you fool! The mood she’s in right now, she’d kill on instinct!”

Vespid’s voice trailed off as Fluttershy embraced the bound griffin like a dam embracing a foal, felt the fear she’d been radiating fade. Hooves echoed on stone behind her; she flashed back into her Yellow Jacket form as they approached. All the while she watched Fluttershy and Sky Talon.

Fluttershy’s cheek nuzzled the griffin’s. “We’re going to untie you now… If you’ll let us. Promise not to bite or scream?”

“Umm hmm…” Sky Talon nodded, eyes still darting between the two. With her teeth, Fluttershy pulled down the griffin’s gag; as it fell loose against her chest plumage, Sky Talon’s breath exploded out in a whimpering wail. Instead of biting or pecking, she pressed up against the smaller pegasus like a grifflet to her mother, eyes squeezed shut.

“Please don’t kill me I don’t wanna die not the eggs don’t leave me here I’m so scared please no eggs I’m sorry what I did to you I’m sorry it’s so dark not the eggs…”

Fluttershy rocked her as the tears came. “It’s all right, we’ll get you out of here… Yellow Jacket, could you untie her?”

The curtain-cord bonds glowed yellow as the unicorn-form Changeling went to work; as her foretalons loosed, the weeping griffin clutched the pegasus and held her close.

“It’s all right,” Fluttershy said, cuddling the griffin, speaking as soft and gentle as to one of her frightened animal friends. She began to sing.

“Hush now, quiet now…”

Aftermath: The Dungeons, Canterlot

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Chapter 10
Aftermath: The Dungeons, Canterlot

Audra’s ear twitched at the sound of pony voices echoing on the other side of the bars. She half wondered if it was really just more of the empathic background feed of Vespid’s Hive. Ever since she’d arrived here in the Canterlot dungeons she could feel them constantly, so like-unlike her old memories of Hive Triscolia, whispering at the back of her mind. Part of her wanted to respond. Another warned her that she’d fought their Tame Queen and any response they sent would not be a welcome one.

No, these voices were from real ponies. Somepony was coming, several someponies. There was little enough else to hear down here in the dungeons beneath Canterlot Castle where she’d been for the past day, ever since those Royal Guard ponies showed up at the Tombs and removed her under heavy guard. Upon arrival she’d been given first-class medical treatment, put in this cell, and left alone for the past day.

Audra scraped one claw along the modified anti-magic shackle on her horn, normally meant for unicorns, to stop her from using her magic. She wondered who was coming. More guards? Or maybe her executioner?

Moving slowly, she rose to her feet, her claws and chitin scraping against the stone floor. She took a sniff and snorted at the faint reek of mold and unwashed changeling, but detected nothing else. She wished she could at least have groomed her mane and tail to look presentable. Audra smiled at that thought. I guess I have been in the theater too long. Real prisoners don’t get to attend their toilette before meeting their captors.

Beyond the bars, the corridor brightened, the sound of hooves on stone getting louder. A vaguely familiar voice spoke.

“Is she ready to see me?” Her eyes widened at the sound of the next words.

“Yes, Highness.”

No, it can’t be. It can’t be Celestia, can it?

It could and it did. Sunlight shone through the bars to reveal an Alicorn Major she’d always half hoped to see. From atop a stage, that is, and with safe distance in between. And looking like her griffin self wouldn’t have hurt either.

Princess Celestia stood in the corridor outside, bright as if she stood in full sun, the light coming through the barred door overwhelming that of the cell’s glowgem lamp. A pair of unicorn Spellguards in full barding flanked her, their horns alight with protective magic, watching Audra closely. She merely glanced at them, keeping her attention on Celestia. Standing this close to the Sun Princess made her feel like she stood outside on a pleasantly warm summer day. Even the nonstop buzz of Hive Vespid’s empathic feed in her mind softened, reassuring rather than annoying.

Celestia calmly looked into Audra’s eyes. The silence stretched on long enough to become uncomfortable.

“Highness,” Audra said, with only a slight incline of her head, like one reigning noble to another. And why not? She’d been the reigning queen of the Equestrian stage for years, after all. And be cursed if she’d beg. Speaking in her most regal tones, she said, “To what do I owe this unexpected honor?”

“So you are Audra von Adler?” Celestia asked her. Audra simply nodded. Celestia smiled and said, “I’ve seen you several times before, in your movies but never in the flesh. I suppose I thought there would be some hint of the griffin you normally appear as in this form.”

“It was a disguise, highness,” Audra said, extending her neck and bowing her head slightly deeper in Celestia’s direction, showing appreciation for the praise. She wondered why she still sought to act like her old self as she said, “It would be of little use were it to remind ponies and others of a changeling.” Her bitterness spilled out. She turned away, shutting her eyes as she said, “Even though I doubt I’ll ever get to use it again, except maybe once more.”

“Really?” Amusement rippled through Celestia’s voice as she said, “Just what ‘once more’ would this be, Miss von Adler?”

"At my execution," Audra said calmly.

Celestia swiveled her ears back in surprise. "And what makes you think I will have you executed?"

“Highness,” Audra said back, letting a hint of a snarl enter her voice. “Please don’t treat me like I was that fool Vespid, your Tame Changeling Queen.” She didn’t bother to hide the venom in her voice. The Spellguard unicorns lowered their ears and looked ready to let fly with magic, but at a glance from Celestia they stood back. Audra didn’t deign to notice them as she said, “I am a Changeling who has lived for over two decades as one of your subjects, in the public eye that whole time. I think I can say that I am better known in some quarters than you are yourself.” She stopped to see how that shot told.

“I wouldn’t doubt it in the least,” Celestia simply said, her voice filled with good humor. She gave a small laugh. “I know many ponies and other beings in Canterlot and beyond who simply cannot get enough of your movies and plays. My niece Cadence in the Crystal Empire is quite an admirer. She tells me that she and the crystal ponies especially enjoyed your performance in To Fly Or Not To Fly.” She stopped as though expecting Audra to say something. The Changeling Princess just nodded at her as though to say, “continue”. To her annoyance Celestia seemed unabashed at her arrogance, saying, “Queen Vespid’s indicated you’re more than an ordinary Changeling but not truly a Queen?”

“Your Tame Changeling Queen spoke truly,” Audra muttered. She began pacing the cell, griffin-like, keeping her eyes on Celestia all the while. Celestia’s next words brought her to a halt.

“According to what Queen Vespid said in her message, you’re a Changeling ‘Princess’…” Her horn glowed and a light played along the top of Audra’s head where a Queen’s ‘crown’ would be. “What is your hive? Vespid can’t understand why they allowed you to do this.”

“They have nothing to say about it anymore,” Audra said. She closed her eyes, swallowed as the emotional memories flashed through her mind, the fear and panic and death of so many changelings, of her hivemates. “I am, was, of Hive Triscolia. Beneath Mount Gymkhana.” Celestia gasped, softly but enough to be heard. Audra nodded. “Until the eruption.” She looked at Celestia. Grief and sympathy showed in the Sun Princess’s eyes. Audra said in a tone of cool contempt, “I remember reading later how you and many pegasi worked for weeks to clear the air and channel the eruption away from Vanhoofer and the griffin aeries around the city. Pity about my Hive though, wasn’t it? Only nine hundred Changelings, counting the eggs.”

Celestia actually looked hurt, for Audra if not herself. Audra forced herself to smile and gave a small laugh. She turned and walked nonchalantly away towards the back of the cell. “But of such is life. I suppose you cannot be too badly bothered over the deaths of monsters that feasted on the emotions of your ponies for years.” She sneered. “After all, you have enough pet Changelings courtesy of Vespid, don’t you?” She wished she could dump that thought into Hive Vespid’s empathic pool. The response would be memorable. “I doubt you have any regrets over it.”

“I do.” Audra gave an affected sniff as Celestia said, “I regret the deaths of your hive. I thought the direction where we diverted the lahars was safe, that nopony or griffin would be hurt.” She stopped as though expecting Audra to take notice of her words. Audra simply looked away, neck curved and head held high. Celestia said, "Nopony can defend those who hide their existence from others, even when their lives hang in the balance."

In Secrecy lies Safety." Audra quoted the first words every changeling learned. Then bitterly, "Or not.” She shook herself. "But enough. Majesty, may we please get the execution over with? I do not wish to try and put the cooks to the trouble of making me a dinner I would lack the appetite to eat."

She started at the rusty creak of un-oiled door hinges, then the cell filled with the noonday sun.

Audra wheeled to see the door open and Celestia standing in the cell with her, the key hanging in her magical grip. She stepped back in confusion, only stopping when her rump struck the cold stone wall, feeling the damp chill even through her chitin. The Spellguards started forward, their eyes wide with fear. One of them called out.

“Highness, beware!”

Audra wondered what that Spellguard expected her to do. Attack Celestia with her claws and fangs? Still, it would certainly be a quick enough end. But no. No, she would face her end with dignity and – hopefully – one last time as Audra von Adler.

Celestia for her part took no notice of her guards. She just looked Audra steadily in the eyes as she approached, twice the size of any mortal pony. Not angry, not stern, just compassionate And more, regretful. Audra’s nose twitched at a smell like warm sunflowers. Mane flowing in a nonexistent breeze, Celestia walked up to Audra and gave a short bow, one foreleg extended and the other bent as she lowered her head, one noble apologizing to another. Audra moved back slightly to avoid the long horn.

“Audra von Adler of Hive Triscolia,” she said, her voice both formal and warm, filled with real regret, “I should have checked more thoroughly before I acted as I did at the Gymkhana eruption. The loss of your hive is on my head. I apologize to you for whatever pain and loss I have caused you.” She looked up. “Please forgive me.”

Audra looked at Celestia, bowing before her, apologizing to her, and wondered what she ought to say or do. Never in her wildest dreams did she see this.

And yet, and yet, she knew what was coming, what had to happen to a Changeling who’d done what she’d done.

“Stop taunting me!” Celestia looked up, confused, as Audra’s fury poured out. “I know what you have to do! I attacked your little ponies, was ready to kill them in a fury, just get it over with!” She took a deep breath, let it out slowly, and said more calmly, “Just please, as you say you admired what you thought I was, grant me one last request.” Celestia just nodded, looking grim. “I want to die as I’ve lived, in griffin form. One last glass of Crystal Empire Icewine and…” She swallowed, “And… a hood covering my face. So…” She shook herself, wished she sounded braver, tried to remember every heroic character she’d played on stage confronting their own end as she said, “So… I can’t see it coming and I can keep some of my own dignity.”

“So like Grizelda Sleek Tail,” Celestia seemed not to notice her as she spoke. She looked down and sighed. In that moment Audra didn’t see the Sun Princess of Equestria, only a very old and tired mare. Celestia looked back at her, eyes twinkling, and said in a stern voice, “I refuse your request.”

“So that’s it then.” Audra felt the floor dropping away beneath her. She knew she babbled and didn’t care, saying, “Not even a dignified death. No heroine’s end for the fallen griffin, no last minute defiance, just darkness and an axe in a forgotten cell…”

She looked up as Celestia clapped her hooves against the stone floor.

“Congratulations,” she said with a smile. She raised one hoof to her chin and said, “To Fly Or Not To Fly, I think? Said by the visiting griffin Duchess as she’s taken away by Sombra’s bodyguards right before the final scene?” Celestia added in an amused tone, “Rather depressing by my usual tastes, though Luna loves it.” She winked and said, “Don’t tell her I said it, but she always cries at that scene.”

“Their Highness’s secrets will be safe with me,” Audra said in a dull tone. Not enough to be slain, but she had to be mocked as well?

“One more thing,” Celestia said. “I won’t grant your request, because you won’t be executed as you seem to think.”

Audra stared, uncomprehending, until she found words.

“Then what?” She waved one claw to take in the cell. “Life in here?”

“Not that either,” Celestia shook her head as she spoke, little ripples of light playing along her mane. “You’ve done nothing wrong, after all. As I told Queen Vespid, there are no laws against appearing as a pony. Or a griffin either, for that matter.” She walked back towards the cell door, her golden sabatons clicking, as she said, “There is the matter of you abducting Sky Talon, but she was rescued unharmed and a Royal Pardon can take care of the griffnapping charge.” She turned at the door and said, “Your show is on hiatus in any case, as your minotaur co-star won’t be going back onstage for a few weeks.”

“I didn’t hurt him too badly, did I?” Audra wondered why she felt like blushing at Celestia’s surprised look. She pressed on with, “It was Discord’s Curse, it affects Changeling Queens and Princesses whether they want it to or not. I, I’m sorry I hurt him.” She sighed dramatically. “You’ll have to tell him that. I’ll never see him again.”

“I understand he will be perfectly fine,” Celestia said with a soft smile. “Minotaurs are tough.”

Audra sighed in relief at her words.

“As for the show, you’re a great actress, as you tried to display here.” Audra ducked her head, failing to hide a smile as Celestia said, “You could just ‘get temperamental’ as you’ve done many times before and seclude yourself until the re-opening.” The Sun Princess stepped through the doorway; the cell dimmed to what it had been before.

“But what after that?” Audra called after her. “How can I go back to my old life? And am I supposed to stay in here with this on?” She held her head forward to show the shackle on her horn.

“What about your old life?” Celestia looked at Audra. “Everypony saw Sky Talon transform into a Changeling at Dressage Hall. There’s nopony to connect that with Audra von Adler. There’s absolutely nothing standing between you returning to your identity and old career. You can spend the rest of your life as a griffin.. Or you can live as,” Celestia asked, honestly curious, “what would your ‘changeling name’ be? A pardon for ‘Audra von Adler’ would attract too much attention.”

“Changelings don’t have individual names,” Audra said, wondering if she was having this conversation. Back to being Audra? My chalet, my acting, my wealth and life? “Not ones ponies can pronounce, anyway. Except for Queens and Princesses, their name is that of their Hive, so I’d be,” she shuddered at the sound of it, “Princess Triscolia.” Ugh! Life as a Changeling Queen, spending half the year laying eggs? It’d be like a cell! She looked around her. Speaking of which… “What about this cell?” Audra asked. “Do I… have to stay in it?”

“You can leave whenever you wish,” Celestia turned and looked at her from the open door. “And I’ve given orders for the shackle to be removed. After you’ve healed, you can stay here in Canterlot with Queen Vespid,” she hesitated as Audra chitter-snarled, “though I doubt you’d both be invited to the same events. Or return to your home and your career and live the rest of your life as Audra von Adler, whatever you please. Or you can openly admit to what you are and show everypony that not all Changelings are monsters, and that some are highly admired. It’s your choice.”

Audra took a step forward, another, hesitated. She remembered every nightmare about what her discovery would mean, how she would be hated and despised, the emotion-sucking shapeshifting bug-pony.

Can I trust? Do I dare?

“Am I supposed to believe this?” She called after Celestia. “That you’ll just let me go?”

Celestia stopped just outside the door and looked at her.

“Believe as you will,” she said softly. “But unless you want to hide in that cell forever, you’ll have to walk out sometime. And I am leaving a guard here to remove that shackle if you decide to leave the cell. I’d personally recommend that you do. It’s a lovely day outside.” She turned and trotted away, the corridor dimming as she left. The clopping of gold-sabatoned hooves slowly faded; the door remained open.

Audra just stared after Celestia, unmoving, for a long time. She remembered every fear she ever had, and every joy she’d ever known as Audra von Adler, the second Filea von Herzog. She thought, can I trust her? Can I not be afraid?

Or can I go back to being Audra? I really like being a griffin. The accolades, the gifts, the admiration and the love those audiences give me for a performance. I don’t want to give that up! What will I do? What’s going to happen to me?

A voice like Megan’s seemed to respond within her. Unless you try, you’ll never know, will you?

Slowly Audra headed for the door to the cell and the larger castle beyond.

Aftermath: On The Canterlot Limited, Colton

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Chapter 11
Aftermath: On the Canterlot Limited, Colton

With the squeal of brakes, the Canterlot Limited came to a stop on Track 3 before the Colton depot. Steam vented white in the mid-morning sun as earth ponies pulled mail and baggage wagons onto the platform; pegasus trackfliers glided down to the upper-floor depot balconies; half a dozen ponies trotted to the three-story Horsey House attached to the depot, led by a grey earth pony with silver bouffant mane. With a metal-on-metal crash of couplers, the Ten-Wheeler heading the train detached and chuffed away to the roundhouse.

Aboard the Limited, conductors and porters trotted the length of the train, knocking on compartment doors and whinnying announcements.

“Colton! Transfer connections for Vanhoofer, the Crystal Empire, and Ponyville-Whitetail Branch!”

A marshmallow unicorn and butter-yellow pegasus stepped out into the corridor as the porter continued down the car. The unicorn’s long amethyst mane drooped almost as much as the pegasus’ longer pink one.

“Well, girls, here we are,” Rarity said as she floated her “carry-on” luggage out of the compartment. She was traveling light for once, only about three times the volume of Fluttershy’s saddlebags and mouth-carried duffel. After the events of the past few days, she didn’t think she’d have the energy to take care of all her luggage.

Applejack was already in the corridor; after four days of being “Orangejack of Manehattan”, she was back in her Stetson and saddlebags and tied-back mane and tail and nothing else.

“Let’s check in on Fancy, Fleur, and Yellow Jacket before we disembark and wait for the Ponyville connection.”

“That’ll be tomorra, won’t it?” The palomino said, tilting back her trademark hat, proud to be wearing it again after most of a week without. “Ah guess we gotta sleep at one o’ the local Hay-and-Stays, then.”

Rarity snorted. “Applejack, dear, just because we’re returning home does not mean you have to play up that accent of yours. I heard you in Manehattan, you can speak better than I when you choose to.”

“Yeah,” the palomino responded. “But right now, Ah don’t choose ta.” AJ walked past her with a smile, her saddlebags bouncing against her sides. Rarity just gave a small snort and followed her, making sure to keep an eye on Fluttershy. As they entered the vestibule to the next sleeper car, the train shuddered with the jolt of couplers; a switcher tacking on express and mail cars for Canterlot. Fluttershy brought up the rear, seeming more at ease than she’d been for days. Since we left Ponyville. Feeling a pang, Rarity dropped back by her.

“Fluttershy dear,” she said as they passed a pair of earth pony stallions in the vestibule, “let me say again, had I known what I was doing to you, I would have never…”

She fell silent as Fluttershy smiled and nuzzled her. The two stallions gave the yellow pegasus odd, nervous looks. When Rarity raised her head to look back at them, they gave two weak smiles before almost leaping off the train.

“It’s alright, Rarity,” Fluttershy said. “This was a big chance for you, and I wanted to make sure everything went the way you wanted it to. I thought I could handle it better than I did.” Fluttershy gave a little shiver and added in a whisper, “I’m just sorry I let you down.”

“Fluttershy, no!” Rarity got between her friend and the door into the next car. “I should have paid more attention to you, you’re my friend and worth more to me than any amount of contracts and commissions.” Fluttershy still looked dismayed. Rarity added with a smile, “Besides, there was that whole business with Vespid and Audra. I daresay none of us expected any of that.”

Fluttershy winced at the reminder. After rescuing Sky Talon – the terrified griffin almost had to have her claws pried off of Fluttershy, clinging to her like a grifflet to her mother – they’d spent most of a day answering questions from Manehattan’s Finest. The police seemed half convinced they were somehow more deeply involved.

Given that we had a Changeling Queen with us, they had some good reason to be suspicious. Rarity still snorted. But did they HAVE to lock us in that tacky cell in the Tombs? And clamp that anti-magic shackle on our horns?

It all lasted until well after sunset when a team of Royal Guards lead by a Captain Basilard arrived from Canterlot with a Royal Warrant, at which point the constables became very apologetic and delivered the whole lot, luggage and all, to Grand Central just in time to board the Limited. The train was barely over the Two Sisters’ Bridge when Fancy sent word that Vespid had begun laying her eggs. Rarity and Applejack were too tired and uneasy to go and see, but Fluttershy simply had to look. She came back after an hour, rhapsodizing about the miracle of life she’d just seen. Rarity didn’t mind that, but when she began describing it all in detail? The unicorn shuddered. She wondered if she wanted to see it now.

But no, we promised Fancy and Fleur and, yes, Queen Vespid too that we would. Rarity followed her friends to the door of Fancy’s extra-large compartment, normally meant for VIPs and/or families. Applejack knocked as they reached the door.

The conductor pony coming down the corridor looked them over with professional wariness. Rarity knew they didn’t look like they belonged back here, especially loaded down with saddlebags and luggage.

“Just so you ladies know,” he said, “we’ll be leaving for Canterlot in less than a half hour. If you’re disembarking here…”

“We know,” Applejack told him. “So don’t get your livery in a knot over it.” The conductor said nothing, he simply went down the hall to check on the other passengers. As he left the door opened and revealed Fancy Pants. Applejack smiled. “How do, Fancy? How are y’all doing?” She hesitated, and said, “It, uh, ain’t too bad with Vespid right now, is it?”

“She’s been better,” Fancy said with a smile, “but we’ve all seen her far worse as well.” Rarity tried to peek around him, but she saw nothing beyond a lowered bunk bed and small table set with what looked like a small breakfast of fruit and juice. She winced at the organic odor coming from the room, as well as the unhappy chitter-snarls from Vespid. “Ah, if you want to come in?”

Fancy stepped back. Fluttershy hurried in, followed by Applejack and less eagerly, Rarity. Fancy closed the door behind them.

Inside Rarity saw a hotel room shrunk to fit in a railcar, with the addition of a pull-down bunk over the main bed. A badly-stained heavy sheet covered the large bed, and was itself covered by Queen Vespid in her natural Changeling form, crown glowing in the dim light. Beside her lay six softly-luminescent ovoids. The silhouettes of tiny curled-up Changeling foals showed within, barely visible through the leathery eggshells. Fleur stood beside Vespid, holding both a wet towel and a large glass of water in her horn’s aura.

“Now, dear,” she heard Fleur say. She sounded somewhere between compassionate and amused. “This is the seventh. I’d assume you’d know what to expect by now.”

“It’s been a long time,” Vespid hissed back, buzzing her horsefly wings. She looked more ragged than even after the fight. A hiss of pain escaped her as she curled around, hiding her ovipositor from view and grunting as she began bringing her latest egg forth. Rarity glanced at the two friends with her; Fluttershy looked delighted, Applejack rather less so. She just felt happy she’d waited on breakfast.

Vespid scowled at them all.

“Like the view?” She asked, her voice harsh. Then, more gently, “Thank you for your help in dealing with Audra and getting me back to Canterlot in one piece. I am grateful, and – oh Tartarus!” She took a deep breath and snarled at the latest egg, gleaming where it lay. “Must you be so difficult, my nymphlings?”

“Hello, Queen Vespid,” Rarity said, breaking the silence. “I, er, do hope you’re feeling well.” She looked at the piled eggs and felt forced to ask, “Does it hurt? I thought there was, well, more noise, like what I remember about Sweetie’s foaling.”

“I’m no mammal, to lay here howling and cursing my stallion for doing this to me,” she snapped. Vespid relaxed back, indicating Fluttershy with one perforated forehoof. “I want to thank you in particular for your help. I thought you were weak, a coward.” She closed her eyes and winced, giving a hiss that she let out slowly. “I was very wrong. I ask your forgiveness.”

“Oh, it’s alright,”” Fluttershy said. “I don’t mind. In ways I am weak. And sometimes I am a coward.” She nuzzled against first Rarity and then Applejack. Then she went to Vespid and lightly touched noses with her. Vespid jerked her head back as Fluttershy said, “But I can be strong when my friends need me to be.”

“Yes,” Vespid said after a moment. “You can, can’t you?” She sighed and settled herself back on the bed. “Lord Fancy, Lady Fleur, I apologize for the trouble I’ve put you both to. If you ever need any favors of any sort at all, don’t hesitate to ask.” She looked at Rarity. “The same goes for you and you friends. I did like the modeling part,” Vespid grinned. Rarity flinched at the sight of those fangs. “I fed very well. If you ever want some more of my lings to help with it, just ask.” She looked thoughtful and asked, “Wait, what happened with you and the show? Did you get what you wanted?”

“Not exactly,” Rarity said, remembering how Prim Hemline, Finest Silk, Hoity and all the rest reacted afterwards. “I was told to be careful who I chose for models in the future, else I might not get invited back…” She let her voice trail off before adding triumphantly, “But they did invite me back for next year. They definitely want to see more of my work.”

Rarity bowed her head to Vespid. “Thank you for your help, Majesty. Though perhaps next year we can avoid any more wild battles on the runway?”

“Next year,” Vespid said with a toothy smile, “I’ll be sure to bring some of my Hive with me, so We can all feed. You can have even more to help, if you like.” She licked her lips. “Such a feast that audience provided, at both Hall and Hippodrome.”

“I’ll be sure to remember that,” Rarity said, no longer feeling a need to shudder. “Then again, having models who could react to the audience’s moods and change their appearance at will could be very helpful. Maybe, if I can be sure there won’t be any more problems with rogue Changeling Princesses in the future?”

“I’ll do my best,” Vespid said dryly. “I doubt Audra will ever join my Hive – thankfully, else one of us would kill the other…” The assembled ponies all gave a shiver at that.

“Huh,” Applejack looked at the small pile of eggs. “Say, how are y’all going ta get them offa the train in Canterlot an’ back ta her hive? If ya need any help…” She stopped as Fancy spoke up.

“Very generous, Miss Applejack,” he said, “but not necessary. Captain Basilard assured us the Princess will have royal servants waiting in the station, ready to bear both Queen Vespid and her eggs back to their estate.” He looked at the stained sheets. "I don't like to think what I may have to pay for the repairs, though."

Before anypony could say anything else, the room shuddered with another coupler jolt; calls neighed along the corridor. “Five minutes! Five minutes and we will be leaving for Canterlot! Anypony departing at Colton, leave the train now!” From the Limited’s head end, a steam whistle howled in added warning.

“Oh dear!” Rarity turned and headed for the door, her own train of carry-on luggage floating behind her. “Come along, girls!”

The unicorn fashionista stopped at the compartment door long enough to say, “Fancy Pants, thank you again ever so much for all your help. Fleur, I’m sorry I behaved as abominably as I did, I hope you can forgive me. Queen Vespid, when next I visit Canterlot…”

“I’ll show you the nymphlings, including my Princess,” the Changeling Queen half snarled in response. “Now go before you end up in Canterlot!”

Fleur saw them to the vestibule. As the three and Rarity’s luggage trail stepped into the light of Celestia’s Sun, a bouffanted earth pony and his entourage galloped from the Horsey House to the platforms.

“Hoity Toity?” Rarity blurted as the small herd boarded two cars down.

Fleur whickered. “He always did prefer Horsey House to the dining car.”

Then they were on the depot platform, next to the three baggage wagons piled with Rarity’s baggage, looking across Tracks 1 and 2 to the Limited framed by the smoke and steam plumes of Colton’s freight yard and engine shops.


A new shift of trackflyers took wing over their heads; the huge Garrat now coupled to the train blew steam; Fleur waved from the vestibule and vanished inside as the whistle sounded and the Limited slowly pulled out of Colton for the long climb to Canterlot, twelve furlongs above the valley floor.

Rarity watched the Canterlot Limited vanish down the main towards the mountains, its namesake city gleaming like a diamond on the side of the tallest peak. Turning to the others, she whinnied just one word.


# # #

The Colton Horsey House was one of the largest of its kind, a three-story Canterlot-styled palace that dwarfed the passenger depot and post office/express transfer house that flanked it. A pony couple in the paneled lobby’s newsstand looked up at the three mares and luggage train entering the building. At the sight of the yellow pegasus bringing up the rear, they whinnied and bolted out the door; Applejack glared at them as they disappeared.

The royal-blue mare behind the lobby counter in regulation black-trimmed white apron and ribbon-tied mane-bun looked up at the new guests. “Welcome to Colton! Formal dining or lunchroom…?” Her voice trailed off and her ears dropped; she had to swallow once or twice before she continued in a very different voice. “Today’s menu is posted… on the wall… All items four bits per diner…”

Fluttershy shrank back; the receptionist was staring right at her.

“Will you three… ladies… be needing anything else?”

“Yes,” Rarity said, starting to get annoyed. “Some good manners would be nice. Hmph!” She levitated a dozen bits from her neck-purse onto the counter, turned and headed for the lunchroom archway. “Come along, my dears.”

Fluttershy looked ready to bolt; the other two made sure to stay on either side of their nervous friend.

It got worse inside the large lunchroom. Their waitress, another Horsey Mare as well groomed as Rarity herself, half jumped at the sight of the shy pegasus. But she led them to the table, a standard eight-seat one in the back corner of the room, far from the large horseshoe counter. Rarity set her carry-ons down on the five empty seats, relaxing after the exertion of levitating them around.

Celestia’s Sun shined through the trackside windows; from the kitchens behind the counter came mouth-watering scents of oats and fresh fruit and bran and even some eggs and fish for any griffins. Fluttershy looked like she wanted to sink down in her seat. They quickly made their orders to another wide-eyed waitress and sat back to wait.

“Friendly place,” Applejack muttered. “Ah wonder what everypony is so all-fired jumpy about?”

“My dear, I have no idea,” Rarity said. She looked around at the waitresses in their apron-and-ribbon livery readying the room for the next train’s arrival and shook her head. “I still think those uniforms look so drab. At least I’m not the one wearing them this time.” She looked back at her friends, eyeing her with surprise. “What? Oh, well, you remember that time Pinkie Pie and I got stranded in Dodge Junction?” AJ blushed as Rarity went on with, “Didn’t you ever wonder how we got back home? We worked as Horsey Mares for a month to get the bits together.” She shook herself. “It was that or be can-can dancers in the saloon; Cherries Jubilee wouldn’t let us back in the packing house after what happened.”

“Wait, Rarity, that doesn’t sound right, not that I’m saying you’re wrong,” Fluttershy hastily amended. “It’s just that I remember reading that Horsey Mares had to sign a one-year contract or pay the difference out of their own pocket…”

Rarity stiffened as hooves sounded on hardwood; behind her friend she could see almost a dozen of the staff approaching. The lone unicorn bore that day’s Manehattan Times and the others clumped tight, apparently hiding something behind them. An older chestnut mare like a second Prim Hemline – the house matron, from what Rarity remembered – stepped out in front, ears and tail twitching. Applejack noticed it too. Unicorn and earth pony rose and pushed their seats back, ready for trouble. Fluttershy broke off and froze as the small herd reached the table with a snort. For several seconds they just stared at each other, the yellow pegasus shrinking behind the table and the Horsey Mares looking ready to turn and stampede.

“Pardon me, miss,” One of them finally said, looking at the pegasus hiding behind her mane, “But are you the Fluttershy? The model? From the Fashion Show in Manehattan?”

“Ye-yes,” Fluttershy finally managed. Her ears were down, her wide green eyes darted over the half-dozen mares in aprons. “W-why?”

“Just,” the unicorn waitress pulled something that glowed a livid green out from the center of the clump, shoved it in the pegasus’ face. “THIS!”


Rarity flinched back, horn glowing. Fluttershy dived beneath the table, wings flaring. Applejack jumped forward with a snort, clearing the table and sending the mares scurrying back with a shriek, their copy of the Times falling to the floor.

“Alright!” She snorted, staring the matron in the eyes. “Now just what the hay is goin’ on in this here town? Ah…” She saw what they held. Her muzzle worked for several moments as she fought uselessly for self-control. She lost, and the laughter spilled out of her.

It was an ornate brass lantern glowing brilliant green that had, until recently, sold very well in Equestria. Mostly because it’d been enchanted to reveal hidden shapeshifters. Like Changelings, such as those on the front page of the newspaper laying face-up before the three Ponyville mares. A full-width photo of two Changeling Queens, one without a crown, battling it out amid the wreckage of Dressage Hall. The camera had caught them in mid-shapeshift – one looked part griffin, the other resembled the butter-yellow pegasus cowering under the table. Beside the lead photo was a smaller one of Fluttershy from her earlier modeling career, comparing the two.

The headline ran in a font size worthy of Discord’s Return:


How Long Did Celestia Know?

The Ponyville mares looked at the suddenly-shamefaced waitresses. The matron shook herself with a snort and began ushering them back to their tables. “Now go on, you saw, it was all a lot of nothing, we’ll be giving these three ladies free meals to make up for our bad behavior…”

From under the table, Fluttershy looked up at her two friends, cheeks reddening through her coat. Applejack fell back laughing, pounding a hoof on the floor. Rarity just looked at her pegasus friend in dismay.

“Fluttershy, remember two months ago…? That Wolf you hid out in that ponysuit as moi? How for weeks afterwards,” Rarity’s voice grew smaller as she near whispered, “Everypony in town thought I was really a wolf?” She opened her mouth as she’d had to do too many times, showing off her equine dentition.

Fluttershy shrank into a little yellow-and-pink ball, said just one thing that covered the entire situation, from what she could look forward to in the weeks ahead to the quality of the Times’ reporting to what the events of the past four days in Manehattan had done for all their reputations: