Butter Up

by GaPJaxie

First published

Butter Up isn't Fluttershy -- but she does play her on TV.

Butter Up isn't Fluttershy -- but she does play her on TV.

Chapter 1

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Butter Up stood on the asphalt, her wings relaxed by her sides. In the distance, she could hear a train whistling, and she looked down the track in the direction of the sound. There was no trail of smoke—steam trains had been an anachronism when Butter Up was young—but the distinctive click-clack of the wheels on the rails hadn’t changed in a century. From her vantage point beside the depot, she watched the battered old diesel engine approach, tracking it with her eyes as it curved along its rails. She glanced at the loading docks, but they were empty, and the train didn’t slow down on approach. It blew through the little cargo station, boxcar after boxcar rushing past Butter Up’s vision. The train seemed to stretch on forever, and she could not see its end.

Eventually, she turned away from the tracks and looked back in the other direction. She stood in a large paved yard next to the little rail depot. It was scattered with carts and wagons, braced for heavy cargo and chained to little metal hooks embedded in the ground. The wagons were rigged for earth ponies and pegasi alike, but the yard was abandoned, as was the depot. The depot itself was not much different from the yard, being nothing but a switching station and a series of concrete loading docks, giving Butter Up an unbroken view of the flat plane around her. A number of businesses clung to life at the edge of that plane—a liquor store, a charity collections office, and a restaurant. Butter Up looked at each one, but it was the restaurant that held her gaze.

“Welcome to Hayseed’s Hayburgers!” proclaimed the sign nestled on its roof. The sign was written in hot pink, and an equally pink heart dotted the exclamation point. Above the writing was a less-than-tasteful drawing of a pegasus mare, wings upraised as she smiled brilliantly off into the distance. The artist had gone to some lengths to idealize her figure, emphasizing her powerful wing joints, full tail, and the tight cutie-shorts that held her flanks. Any surviving vestiges of subtlety were undone by the three bright spotlights that lit the sign from behind. Even in the middle of the day, it was eye-catching from thousands of yards in every direction. At night, it would practically be a hot pink aerial flare.

Butter Up took a step towards the restaurant, but then stopped. She looked back at the rail yard, and the passing train. Then she craned her head all the way around, and looked off at the city in the distance. She could just see the white boxy stages of the filming studio, a scant few miles away. Her wings parted from her sides, and she half-turned towards the stages. After a few moments’ pause, she let out a breath, tucked her wings back against her side, and resumed her walk towards the restaurant. She kept her head down the whole way, until she finally pushed open the door and stepped inside.

“Hello, ma’am!” said a cheerful young mare before Butter Up even had time to lift her head. Raising her eyes from the floor, she saw a small podium in front of her, and behind it, a mare who fit the image from the sign nearly perfectly. She was tan instead of blue and wore glasses instead of a hair clip, but she was young, she was beautiful, she was fit, she was smiling, and she wore grey cutie shorts so tight they seemed a part of her coat pattern.

Butter Up’s nose wrinkled as she considered the hostess. Then she turned to study the rest of the restaurant. It had a brightly decorated interior, employing lots of soft browns and light blues and other unthreatening colors. The chairs were plastic, flimsy things, while the tables were cast out of a mottled brown resin. The booths were made of plastic, and the cushions were torn in places—patched with tape, or just ignored to let the stuffing escape. A hooffull of plastic plants and arcade machines dotted the perimeter, largely ignored by the half-dozen odd customers the place seemed to have. A meager sort of business, given its size.

“Are you looking for somepony?” the hostess asked. A few moments later, Butter Up spotted Deep Cover sitting in a booth in the back. Without replying, she walked past the hostess station, headed Deep Cover’s way. She was about halfway there when Deep Cover noticed her.

“Well howdy, partner!” Deep Cover called out as Butter Up approached, gesturing her over to the table with a hoof. She sat lengthwise in the booth, facing outwards, her rear legs stretched out behind her and forelegs folded over each other. Her saddlebags were tossed into the corner behind her, and Applejack’s trademark Stetson hat was left to rest on the table. “I was startin’ to think you weren’t gonna make it. How y’all doin’?”

“Fine,” Butter Up said, making her way to the opposite side of the booth. Sitting across the table, she made a sharp contrast with Deep Cover. While Deep Cover was tall, bob-tailed, and broad in the hooves, Butter Up had a more delicate frame. She was light and graceful, seeming less to fly than to float through the air as she flapped her wings once to settle down into the booth. Her coat and feathers alike gleamed a golden yellow, while her mane and tail were a soft pink. Though she had no visible beautification—no makeup or hairclips to be seen—her appearance was immaculate. Her mane tumbled down around her shoulders, and where other ponies might struggle with so long and full a tail, she gently tucked it beneath her without once letting it drag. Her cutie mark was simple as well, depicting two pieces of toast, one over the other.

“Well, good,” Deep Cover said, once Butter Up had finished making herself comfortable. “Find your way here okay?”

“It was kind of out of the way,” she answered, glancing over the restaurant again. Her face was a neutral mask, devoid of any expression beyond a vague tension. “If you wanted to talk privately, there are restaurants closer to the studio. This place is a hole.”

“Hey now! Don’t knock it ‘till you tried it,” Deep Cover said, smiling across the table. “Sorry to drag ya out into town, but trust me. I love this place. Puts you in a good mood.”

“What, are you queer?” Butter Up jerked her muzzle towards a group of waitresses talking by the entrance. All young mares, all pegasi, and all in the same grey uniform.

Deep Cover’s expression didn’t flicker or change in the slightest, and it was with the same friendly, upbeat tone that she asked: “Would it matter if I was?”

The two of them stared at each other across the table for a few long seconds. Deep Cover’s bright smile and attentive expression never faded. She held that smile, and stared into Butter Up’s eyes as the moments slowly ticked past. Butter Up’s wings fluttered slightly, and her hooves shifted. Finally, she glanced over at the salt shaker.

“No, it wouldn't,” she said, her expression and tone still flat. “Sorry.”

“Aww, it’s okay. We all make mistakes.” Deep Cover’s tone was sympathetic, even warm, but she slowed as she continued. “But you uh...” She lowered her voice, and leaned in close. “Ya might wanna cut that word out of your vocabulary, ya know?”

“Yeah, sure,” Butter Up agreed.

After a small pause, Deep Cover continued. “Ain’t to say ponies don’t come here for that reason, of course. But uh... for me it’s a little different.” She learned her head down to catch Butter Up’s eyes. “Once, when I was feelin’ sad and... ah. Didn’t have anywhere else to go. I was wanderin’ around town and ended up here. And the food was good and the staff was nice and it mattered to me, you know? The way silly things do. So ever since then this place made me feel better when I’m all knotted up. I guess I was hopin’ it’d make you feel better too.”

Butter Up didn’t answer right away, and a silence came over the table. It was during that stillness that a waitress approached, beaming down at the two of them as she trotted up. She had two menus tucked under a wing, and a little pad for notes worked into the hem of her shorts. “Hello there!” she said, her voice all sing-song. “Hey, Deep Cover. Who’s your friend?”

“Butter Up. From the show?” Deep Cover nodded across the table. “We’re ready to order if you don’t mind.”

“Oh, yeah!” the waitress’s ears picked up as she looked at Butter Up, and her tail did as well. “I remember. I saw you at the Equus Awards. That dress was gorgeous, you heartbreaker.” She grinned and let out a half-laugh, her hoof reaching back to get her pad. “Okay, what can I get you?” she asked, before taking the pen in her teeth.

“Diet Brash for me, water for her, bowl of oats for the table, I’ll have the #7 and she’ll have the #22.” Deep Cover glanced at Butter Up as she spoke, but the little yellow pegasus showed no more expression than she had earlier.

The waitress took it all down, tucked the pen into her pad, and nodded. “Alright! I’ll leave you be then. I’ll be back with your drinks in a jiffy.”

Deep Cover and Butter Up watched as the waitress left. Then they looked back to each other. Butter Up’s expression was flat, but Deep Cover’s ears were up, and she leaned forward across the table. Her eyes focused on Butter Up, but it was Butter Up that spoke first.

“So I’m assuming,” she said quietly, “that you memorized the menu and then bribed the staff to pretend they knew you.”

Deep Cover cleared her throat, and then settled back against the booth. It took her a moment to find her words. “Nope!” she finally said, “Can’t say that I did. That was more of a sharin’ moment. Tellin’ you something important ‘bout myself I’ve never told anypony else.”

“Why would you do that?” Butter Up asked, staring at Deep Cover from across the table. This time, it was Deep Cover who looked away, her gaze going down to her forehooves.

“It’s called openin’ up. I tell you something personal and a little painful, so you’ll be more comfortable tellin’ me personal things.” She shrugged, and lifted her head back to Butter Up. “Makes it hurt less, you know.”

“That works better if you don’t tell the other pony what you just did,” Butter Up replied, and while her expression didn’t shift, her tone developed an edge. “I don’t like being manipulated.”

“It works even better than that if the other pony remembers that I’m a friend tryin’ to help her.” Deep Cover’s tail lifted briefly, but she forced it down, and her tone didn’t rise to the challenge.

“We’re not friends,” Butter Up replied, brusque. Her neutral mask finally cracked, as her mouth turned down into a frown.

Deep Cover frowned as well, but before she could reply, the waitress returned to the table, tray balanced on her back.

“Here you go!” she said, passing the items out with uncommon dexterity, easily lifting them with a wing and then transferring them to her hooves or teeth. “One Diet Brash, one water, and your bowl of oats. Food will be right out.”

“Thanks,” Deep Cover nodded. She didn’t watch as the waitress left, but instead learned down to the table. The glasses were huge—probably a quarter-liter each—and the bowl overflowed with garlic-covered oats. Deep Cover took one oat in her teeth, and chewed thoughtfully, taking a sip from her drink after. It was only then that she acknowledged Butter Up, still frowning across the table.

“Okay,” she said, “we’re not friends. But I am tryin’ to help. And since it seems y’all would care to do away with the pleasantries, I can help publicly or I can help privately, but this is happenin’. Sure as the sun rises.” Deep Cover’s tone was calm, but forceful, and the friendly air from earlier was gone. “Ain’t nothin’ you can do about that. Sit there and spit poison all you like, but you’re either talkin’ about it with me or you’re talkin’ about it with everypony else.”

“I said I don’t like being manipulated,” Butter Up snapped.

“I’m not manipulatin’ you. I’m threatenin’ you. It’s different.” Deep Cover let out an angry snort, and looked away from the table. After a moment, she reached out and shoved the basket of oats over to Butter Up’s side of the table.

Butter Up glanced at the basket, but didn’t take an oat. “Fine.” she finally said. “What do you want me to say?”

“I want you to say whatever you gotta say. Get... get whatever it is off your back. What’s troublin’ you?” Butter Up said nothing, and after a long silence, Deep Cover shrugged. “Tell me how you feel about Star Power.”

“She’s nice,” Butter Up said. Across the table, Deep Cover’s eyes narrowed, and she twitched an ear. Butter Up sighed, and rolled her eyes. “She’s a spoiled brat!” her voice rose, and she gave a small shake of her head. “Is that what you want to hear? Is it?”

“I think she’d stop teasin’ you if you asked,” Deep Cover replied evenly. “She honestly thinks you two got a friendly rivalry thing goin’ on.”

“Then she’s an idiot,” Butter Up spat the words out, folding her ears back and kicking the side of the booth with a hind hoof. Across the way, a few of the patrons and staff looked over. Deep Cover briefly made eye contact with them and shook her head, though Butter Up didn’t notice.

“Yeah. Pretty much,” Deep Cover said, looking back to the pony across from her. “But most ponies are stupid at that age. And even if her brain is just runnin’ at half steam, is that any reason to let her upset you?”

“She doesn’t upset me,” Butter Up said, still harsh. After a moment, she moderated her tone. “I just don’t like her.”

“Alright. Uh... how do you feel about Barnstormer?” Deep Cover asked. “You two get along, don’t you?”

“We’re not friends. I just help her plan her career,” Butter Up said, flicking her tail back and forth.

“You don’t help anypony else plan their careers,” Deep Cover said, her tone encouraging, but a scowl quickly appeared on Butter Up’s face.

“Oh, you want advice?” she snapped. “Fine. I recommend marrying a rich stallion and then murdering him. It seems to play well to your talents. Tell him you love him. Or don’t. I hear changeling roleplay is hot these days.”

“Do you hear... yourself right now?” Deep Cover asked curiously, tilting her head slightly to the side. Not a trace of anger showed in her tone, but her ears dropped slightly, and she spoke more slowly. “Hear the words ya just said?”

Butter Up paused, her jaw working briefly without sound. She turned and looked away. “Sorry.”

“Is that the sort of pony you want to sound li—”

“I said I’m sorry!” Butter Up hissed, the words emerging from between her teeth. She didn’t look at Deep Cover.

“I know. But I don’t want you to be sorry,” Deep Cover leaned forward, and spoke slowly and calmly. “I want you to feel better. I know you can be nice, I’ve seen it, but you’re sittin’ over there pissin’ acid and breathin’ fire at everypony who gets close. And gosh darn if I know why.”

“Well, I’m here because you’re basically blackmailing me. That wasn’t a great start to things.” Butter Up’s wings fluttered slightly, and a sharp breath escaped her. Still, her gaze remained down.

“Okay,” Deep Cover said. “That’s fair. I uh... I wanted to make sure y’all got help but...” She cleared her throat. “I suppose it was... well. We all make mistakes. So... Butter Up. I promise, I won’t tell anypony else what happened. You understand? Not a soul. Can get up and leave right now if you like. I’m sorry I dragged you here; I just want to make sure you’re okay.” She reached across the table to offer Butter Up her hoof. “Is that alright?”

Butter Up lifted her head to look at Deep Cover’s hoof, and her nose wrinkled as her lip curled back. “How many times am I going to have to tell you that I don’t like being manipulated? Because this makes three today.”

Deep Cover frowned, pulling her hoof back an inch. “If I did somethin—”

“It’s a trick,” Butter Up said, flatly. “By promising I can go and you won’t tell anypony, you sound sincere now, but there’s nothing stopping you from reneging on the promise later. And because we’re in the middle of nowhere and you’ve already ordered, there’s a lot of practical and social pressure for me not to get up and leave.” Her tail snapped once. “In fact, I’d bet that’s why you picked this place. That’s it, isn’t it? So you could do a one pony good-cop/bad-cop routine.”

Deep Cover slowly retracted her hoof, resting it on the cushions. She took a breath, swallowed, and without breaking eye contact, nodded. “Sorry,” she finally said. “The... story about my comin’ here when I was sad. That was true. If that helps.”

“Whatever,” Butter Up snorted. She turned to look off into the distance, watching the staff and the other patrons.

“Mmph.” Deep Cover tapped her forehooves together. She let out a breath that was almost a laugh, shortly followed by a sheepish grin. “Might be this would work better if one of us wasn’t as sneaky as a fox by the henhouse.”

“Don’t say I’m like you. I’m not a liar,” Butter Up said, giving only a brief glance Deep Cover’s way. “I just studied. That was a textbook case.”

“Sociology, right?” Deep Cover asked, and Butter Up nodded. “Does it have a name then?”

“Two names,” she said. After a short pause, she added, “Depending on how you look at it.”

“And how do you look at it?” Deep Cover said, tilting her head slightly and leaning forward. “Sociologically I mean.”

“Making a promise that sounds good but there’s no real consequences for breaking it is the False Commitment Strategy. It’s different from just lying because you try to...” She paused. “Nevermind. Anyway. The other part is called the Implicit Commitment Strategy. That’s when you arrange circumstances so I’m free to do what I want but I pay a price for not going your way.” After a moment, she glanced at Deep Cover again. “But those are both from economic sociology. Sociological game theory specifically. Not true sociology.”

“What’s the difference?” Deep Cover asked.

“Game theory,” Butter Up explained calmly, “is the study of how multiple players, presented with a set of rules and each seeking to optimize their own outcome, will make decisions about how to play. It seems silly at first, but it’s very useful for studying things that aren’t games too. Economists use it a lot to study how ponies behave in the free market.”

Butter Up lifted a hoof, gesturing at nothing in particular. “That’s why it’s different. Because it starts with the assumption that all players are totally self-interested and completely rational. Which in economics is fine, I guess, but in sociology we know that’s not true. So applying economic techniques like game theory to sociological problems has always been kind of a no-no. It’s only recently that ponies have started to see it as useful for studying interactions like this.”

“Mmm,” Deep Cover nodded. “Is that what you uh... focused on?”

“Kind of?” She shrugged. “My senior thesis was on Weak Link Theory, but my advisor was the head of the Economic Sociology department, so I read a lot of that.” After a moment, Butter Up turned back to Deep Cover. “What do you care?”

“Still haven’t decided if I’m goin’ to college,” Deep Cover said. She leaned down and took a pair of oats in her teeth, crumbs hitting the table as she continued to talk. “Not sure I could do it the way you did.” She swallowed. “So it would have to wait until after the show was over.”

“It wasn’t so bad,” Butter Up said. She frowned again, but not as intensely as she had before, and her gaze went over to the window. “My professors were pretty nice about giving me extra reading to make up for all the missed lectures.”

“Most ponies would have dropped out. Or taken leave or somethin’,” Deep Cover said. Across the room, both of them spotted the waitress approaching again, another tray on her back.

“I enjoyed it. I didn’t want to stop.” Butter Up fell silent as the waitress approached, and with the same ease as before, deposited two plates on the table. One was piled high with salad—more of a dressing-adorned mound of salad than a plate of it. That one went in front of Butter Up, while the other went in front of Deep Cover, containing an equally large burger and pile of fries.

“Anything else I can get you two?” the waitress asked, looking between them. Deep Cover shook her head, and the waitress turned to Butter Up. “What about you, dear? Cheese on that? Grass or anything?”

Butter Up silently stared at the waitress for two full ticks of the clock before she said, “I’m fine. Thank you,” her voice flat and disinterested. The waitress nodded quickly, retreating back the way she came.

“Mmph.” Deep Cover leaned down to take a mouth full of her hayburger, chewing quickly. “Fill,” she mouthed around her food, then swallowed. “Pretty ambitious, applyin’ for the show and college at the same time.”

“It wasn’t at the same time. I was accepted to college first,” Butter Up said, looking down at her plate. She rubbed the salad greens with a hoof, and watched the resulting rainbow slick glitter on her hoof. She rubbed it off on the edge of her seat. “I auditioned for the show on a lark. Some friends and I went and did it for fun. I didn’t think I’d actually get it.”

“Must have been happy when you did,” Deep Cover said, continuing to eat as she listened.

“Not really.” Butter Up shook her head. “I was actually going to turn them down. I didn’t want to be an actor, I didn’t want to move across the country, and it sounded like a stupid foals show. I didn’t see a good reason to go.”

“Why did you go then?” Deep Cover asked, her eyes tilting as her head went down.

“Well, the studio offered me about fifty thousand good reasons, and college isn’t free, so.” She shrugged. “Think you could inhale that food any faster?”

“Sorry. Didn’t mean to put you off there.” Deep Cover raised her head, her muzzle stained with ketchup and sauce. “How’s your salad?”

“I’m not hungry,” Butter Up replied.

“The garlic oats are good if you—”

“I said I’m not hungry,” Butter Up said, harsher the second time. “I’m getting tired of you making me repeat myself.”

“Oh. Sure. Sure.” Deep Cover nodded. “Uh... it’s all about the money for you then?”

“I guess.” Butter Up paused, and then leaned down to sip her water. After a moment, she continued. “I was going to quit after the first year. I’d been super careful about saving, so I had enough for the first two years. Figured I’d just work a job in the campus library for the rest. But when I told the studio I was going to quit, suddenly my salary went from fifty-thousand a season to fifty-thousand an episode. And uh...”

“The little cash register in your brain went cha-ching?” Deep Cover smiled slightly.

“It’s not about the money,” Butter Up shook her head. “It was a chance to get out of college debt free. With savings even. And I wouldn't have to work a job the last two years. But then the show blew up in Neighpon, and we got that Equus, and... I got offers for appearances.” She swallowed. “And other shows.”

“You gotta be makin’, what, a bit over a million a season?” Deep Cover asked, and the pony across from her nodded. “So how do you feel about it now?”

“It’s fine. I haven’t changed my mind or anything. Studying sociology doesn’t pay very well. Post grads are... you know.” Butter Up shrugged. “So I’m investing it all. Putting it away. So I get a little stipend from the interest every year. I’ll never have a mansion or anything, but I can do what I want for the rest of my life without worrying about how it pays.”

“Whatever you want for the rest of your life?” Deep Cover asked, and Butter Up nodded. “Is that studyin’ sociology then? Post-grad, professorship maybe? All that?”

“Yes,” Butter Up replied. “I mean, yes.”

“That’s good. And you seem good at it,” Deep Cover observed, perking her tone up slightly. “Is that your special talent? I’ll admit, the symbolism of toast was kinda lost on me.”

“It’s complicated.” Butter Up turned her head away, again staring at the waitresses across the room. “So, seriously, are you gay?”

Deep Cover snorted, a faint smile appearing on her face even as a tightness appeared in her eyes. “Seriously,” she said, her tone firm. “Would it matter if I was?”

“No,” Butter Up answered, calmly this time. After a moment, she added, “But I’m curious.”

“Well, so am I,” Deep Cover replied. Butter Up frowned for a moment, and then her enlightenment dawned in her eyes. The tightness around Deep Cover’s eyes faded, and she giggled, pointing a hoof across the table. “See what I did there? No.” She shook her head. “I don’t think I could ever see myself datin’ a mare. Idea feels wrong, if you get me. Mares are just part of the group, stallions are romantic. But ah...” She nodded her head across the way. “I can appreciate when a mare looks good.”

Butter Up let out a breath, but said nothing, and the conversation lapsed into silence. Deep Cover took another bite of her burger and fries, and chewed slowly as she considered. Finally, Deep Cover swallowed, and then gestured over to the distant staff with a hoof. “What is it about them? Pisses ya off so much.”

“They’re selling their bodies for money,” Butter Up turned to Deep Cover, narrowing her eyes. “It’s disgusting.”

“Well, not to put too fine a point on it, but I just don’t think that’s so.” Deep Cover gestured the staff’s way again. “What they are sellin’ is an emotion. Maybe confidence, maybe cheer, maybe lust. Bit of all three, really. You can’t touch ‘em, but they will make you believe that there are some fine mares out there who think you’re pretty fine too. And if y’all wanna pay for that belief, well that’s your prerogative.”

“You’re splitting hairs,” Butter Up grumbled, her expression staying just as sharp.

“It’s not so different from what I do. I reach through that television,” she lifted a hoof and reached out into the air, “and find every country farm pony out there and go, ‘Hey you! You’re cool, and fun and can hang with all these mixed types. Your way of life ain’t dyin’ at all.’” She lifted her other hoof, both forelegs extended. “Then I reach out to every city pony and go, ‘Hey you! You get me, don’t you? Sure you’re modern, but you’ve also got roots deep down. Depth of character, you know? Old world style.’”

Deep Cover lowered both her hooves, and shrugged. “And I make ‘em believe it’s true, so they feel special. And then they pay me. Via the studio of course. That’s what bein’ an actor is about.”

“Maybe the way you do it,” Butter Up snapped. Almost at once, she lowered her head. “Sorry. Sorry.”

“It’s okay. You’re getting better, see?” Deep Cover reached across the table to prod Butter Up’s shoulder. “Caught it yourself that time. Now come on, try the garlic oats. I know, you’re not hungry, but just one?”

“Drop it, Cover,” Butter Up said, letting out a sharp snort. “Bringing me to a restaurant that serves huge amounts of food and then watching my plate the whole time wasn’t super subtle.”

Across the table, Deep Cover slowly drew her hoof back, and rested it in front of her. She let out a breath. “Well what the heck am I supposed to do, Butter? You fainted. I’m worried about you.”

“I skipped breakfast that morning.”

“You don’t pass out because you skipped one meal. For land’s sake, Butter. You think I’m a doctor? We were talking, and then your eyes rolled back in your head, and you collapsed. I thought you’d had a stroke!” Deep Cover sat up straight, pushing her half-finished plate out of the way and putting her hooves up on the table. “Look, let me be clear about this. I don’t like you. I really don’t. But I’m worried you’re going to die. You understand that? I’m worried you’re gonna be just another actress who starves herself.”

“You’re being dramatic,” Butter Up snapped.

“I don’t think I am. When was the last time you ate?”

“Oh, fuck you, that’s when!” Butter Up yelled, her hoof hitting the table with a bang. The sound echoed in the little restaurant, and it didn’t take long for the other patrons and the staff to start staring. Butter Up’s cheeks burned, and she quickly pulled herself out of the booth.

“Butter, hold up—”

“No, I’ve had enough of this. Talk to everypony else if you like. Tell the whole damn world. I don’t care.” From her saddlebags, she produced a bag of bits, tossing it down onto the table with a clatter. She turned and headed straight for the door, pushing out into the open air and spreading her wings.

“Wait!” Deep Cover sprinted out the door after her, just as Butter Up was bracing her haunches for take-off. She leapt forward, her hoof landing on the end of Butter Up’s tail, pinning it the ground before Butter Up could take off. “Butter Up, wait! I’m sorry. I’m sorry I made a mess of this. You don’t want to talk to me, fine, but promise you’ll get some help?”

“Get your hoof off me!” Butter Up snarled in return, raising her voice to a shout out in the open air. Deep Cover hesitated, and then removed her hoof, taking a step backward. “This was none of your business!”

“I know. I know, I’m sorry. I’m trying to help!” Deep Cover said, between quick breaths. “I just don’t understand what’s wrong.”

“Fine, you want to know what’s wrong!?” Butter Up bellowed, wings spread as she took a sharp step towards Deep Cover. “I used to have a life. I used to have friends! I had ponies who really cared about me! Now what do I have? An agent? The props ponies? And you losers of course. The spoiled child, the desperate career dud, the pill-popping basket case, and you, the psychopathic pathological liar. The only one of you who isn’t a worthless waste of space is Barnstormer, and the only advice I’m giving her is to run away as fast as she can! You see how that might upset me!?” she asked, her voice rising to a scream.

Butter Up drew a series of quick breaths, trying to recover her air, as Deep Cover stood back and stared. “And you know what? Yeah. The last time I ate something was yesterday morning. Because the camera adds thirty pounds, and my job—my only job—is to stand in front of that camera and have a nice butt. And yes! I have tail extensions. I got them because they made me feel pretty. They made me feel good about me, way back when I was still allowed to do that!”

Butter Up’s breath came in shaky gasps, and her face glistened with tears. She squeezed her eyes shut, and two little rivers ran down her face, dripping to the asphalt below. “And back then? When mares pointed and giggled and went ‘wow, she had some work done,’ you think it hurt? Because it didn’t. It didn’t because why would I care what some vapid ditz like that thinks? Who gives a care if I showed up in the same dress as somepony else? Well apparently I care because that’s all I get to do now!” Butter Up finally broke down crying, burying her face in her hooves. “I didn’t used to be this petty. I didn’t.”

Deep Cover stood frozen to the spot, watching with wide eyes as Butter Up sobbed uncontrollably. Eventually, hesitantly, she took a step forward, and put a hoof on Butter Up’s shoulder. “Butter Up. I think... maybe it’s time to quit.”

“I’m not going to quit!” she snapped, pulling her face out of her hooves and slamming them to the ground. Though her voice wavered and she couldn't stop the tears, she forced herself to speak, her sobs audible only as uneven pauses throughout her words. “This job is the only thing I’m good at. I was middle of my class. My special talent is making toast! Making toast. Real special. The only thing special about me is how I look when I blush.”

“That’s not true,” Deep Cover said, firmly. “You got middle of your class while workin’ an incredibly stressful full time job across the country. Most ponies woulda dropped out. You saw through my guff no sweat. You’re observant, and you’re smart. Ain’t nothin’ gets past you. And when you saw Barnstormer was strugglin’, you reached out to help her. And you are a good actor. You’re hard working, and smart, and kind, and—”

“You’re full of it!” Butter Up hissed.

“No, I ain’t. I mean every word,” Deep Cover said firmly. “And even if I didn’t, you think I came all the way out here and put up with this because, what? It’s funny? I don’t like you, Butter, but you are special, and I don’t want you getting hurt. And that’s got nothin’ to do with how you look. So... I know we aren’t friends. But...”

Deep Cover stepped forward, and wrapped Butter Up in a hug. She froze stiff for a moment, and then slowly, hesitantly, hugged Deep Cover back. Then she buried her face in Deep Cover’s shoulder, and once again, started to cry.