Author's Notes: Well, here we are! Part 2 of Starfall's Ponyville Tour! More of the Mane Six, and more background cameos, to follow! As always, I really hope I've done a good job capturing the personalities of the Mane Six. I know I'm far from perfect, but many of these characters are real challenges for me to write, so I just hope my efforts are enough to satisfy you readers!

Nothing specific I want to address in the latest batch of reviews, but I would like to give a huge thank you to all who did! Your praise for my portrayal of Pinkie Pie was a wonderful feeling. I can only hope I've done half as well with the others, and if not, well...I guess it's only for a couple of chapters, then we'll be back to Starfall and Luna's studies, among other things. The praise for the song Zorayda wrote for the last chapter is also much appreciated, and something I will be passing along, I assure you! I personally thought the song was fantastic...if only I could actually hear Pinkie sing it, then it would be even better!

Anyways, as always, I hope you're enjoying the story so far...and I hope the mild block I suffered writing this chapter hasn't degraded the quality of it too much. Feel free to keep requesting background ponies for cameo appearances, as I do keep tabs on who's been requested, even if I don't immediately throw them into the story. Thanks again to everyone who reviewed, faved, alerted, or even just read this story. Every extra statistic this story racks up is extra motivation for me to keep writing it!

For now, though, I'll leave you with these short, sweet notes, and a nice long chapter to read! It usually works in reverse, doesn't it...?

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Chapter 25

Fame and Fashion

Lunch was a fairly quiet affair, as Starfall ate his apple pie with almost greedy abandon. Not only was he hungry, but Pinkie Pie, for all her painful hyperactivity, was right; whatever apples had been used in this pie were fantastic! He could not get enough of the delicious treat, and found himself sorely disappointed when the last crumbs disappeared. He would definitely have to learn more about this Sweet Apple Acres farm...they certainly knew how to grow apples, that was for sure.

Twilight, for her part, kept seeming to get a fit of the giggles as she ate her own cupcakes, Starfall suspecting she was remembering his initial reaction to Pinkie Pie. Eventually, he couldn't take it any more. "What's so funny?" he asked, trying not to sound hurt at her amusement. It probably had been rather funny were he not the subject of everypony's amusement.

Twilight had to pause a few moments before replying, still stuck in the midst of a giggling fit. "Sorry, Starfall," she finally got out. "But your face back in Sugarcube Corner was just too funny. I understand your reaction, though...Pinkie Pie is a hoof-full the first time you meet her. You get used to it pretty quickly, though."

Starfall nodded softly, looking back towards Sugarcube Corner, some distance down the road now. "Does she ever run out of energy?" he asked, despite the fact that logic itself suggested the question should be rhetorical. He could the feeling normal logic did not necessarily apply to Pinkie Pie, though.

Twilight gave a small giggle in response. "I'm sure she does at some point...I mean she does sleep like the rest of us. I've never seen it happen, though," she answered, rather cryptically in Starfall's opinion.

Before he could ask Twilight more about the pink bundle of energy, though, the unicorn was distracted when she saw somepony wandering past, Starfall vaguely recognising the tan-colored stallion from Canterlot, though the Earth Pony was not focused on them, busy talking in a quiet voice to a small unicorn filly with a faded violet coat and a blonde mane and tail, her pale yellow eyes staring up at the stallion in wonder at whatever he was saying.

"Good afternoon, Doctor!" Twilight called to stallion, waving at him as his pale blue eyes sought out Twilight, giving her a confused look, like he didn't recognise her. It was then that Starfall remember where he was from, Twilight having bumped into him when he had first met her.

But this Doctor had obviously forgotten that meeting. "Do I know you?" he asked, before shrugging, giving a wave. "Sorry, I'm a little busy entertaining this young one. Good day to you," he said, clearly finding the situation awkward, before wandering on his way once more, resuming his conversation with the blonde filly, who was giggling at whatever the stallion had said next.

Twilight looked after the duo until they had disappeared around a corner, before turning back to Starfall. "You remember him, right? You bumped into him in Canterlot," she asked, still looking as puzzled as ever. "Why didn't he remember me?"

Starfall shrugged. "Ponies forget things. I don't even want to think about the number of ponies that know my name, while I don't even know they exist..." he trailed off, grimacing slightly at the reminder of the partial fame his studies under Princess Luna had brought him...fame he did not want.

Twilight gave him a sympathetic smile. "It'll pass, Starfall," she said gently. "The attention I got when word first spread that I was a student of Princess Celestia drove me nuts...and I was only a little filly at the time. But after a year or so, ponies found more interesting things to gossip about, and now barely anypony knows my name, let alone what I do for a living. I'm sure it'll be the same for you."

Starfall gave a small nod, still a little unsure. "I hope so...I mean, a lot of ponies have always wanted to be rich and famous. But I don't like the attention. I just want to live a peaceful, happy life," he added wistfully, wishing he'd even had the chance at that. He got the distinct impression Discord was meddling in his life, with the way chaos seemed to follow him around and strike whenever things got quiet for a prolonged period of time.

Twilight chuckled. "You and me both, Starfall," she replied softly, before the two of them settled into a friendly silence, finishing their respective meals, Starfall once more savouring the fantastic apple pie. He was just about to comment on it, and ask about this Sweet Apple Acres the apples came from, when another voice called from the street, making Starfall turn around.

"Twilight! Glad to see you away from your books and enjoying this beautiful day, dear!" Starfall's gaze eventually found the speaker, a white unicorn who obviously took great pride in her looks. Her coat was immaculately clean and neat, her cutie mark of three pale blue diamonds almost shining in the early afternoon sun. Her indigo mane and tail were both carefully styled, curling in a loose, flowing spiral. Her bright blue eyes were framed by long, precision-curled eyelashes, and were accented by a faint blue eye shadow. It was a simple, but elegant look, one Starfall was able to appreciate more than the mares who caked themselves in make-up to try and beautify themselves. Like Princess Luna, who Starfall suspected used traces of eye shadow and such to try and enhance her looks, this unicorn obviously knew to let her natural looks do most of the work, and let simple touches just compliment it, rather than trying to hide behind a mask of powders and chemicals.

Twilight gave the unicorn a mock-scowl, replying in what was supposed to be a scolding tone, but was obviously faked. "Rarity, you know I appreciate a beautiful day as much as anypony else here in Ponyville. I'm not that obsessed with my studies." She gave the unicorn a smile to show that she had no hard feelings, before speaking up again. "Slow business at the Boutique today, then?"

Rarity gave a casual flip of her mane, probably her version of a shrug...Starfall was getting the impression she was a mare of class and sophistication...a pony who would right at home among Canterlot's high society. "I have a few design orders, but it was a slow enough day that I decided it was worth treating myself to a lunch out here," she said, before turning her gaze on Starfall, noticing him for the first time, Starfall grimacing slightly as her eyes roamed towards his mane. "And who's your lunch companion, Twilight? Is this the Starfall character I've heard so much about?" she asked, before she gave a slight cringe as she spotted his tangled mane. "Oh...I see you've already met Pinkie Pie, darling...you've got some confetti in your mane."

Starfall sighed, running a hoof through his mane, feeling a couple of pieces of confetti that he had not been able to remove earlier...they seemed to have gotten stuck in his tangles, which meant he was going to have a hard time getting them out. "Yeah...her greeting was, well...exuberant, to say the least," he replied with a lopsided smile, starting to see the funny side of his response to Pinkie Pie now that the incident was behind.

Rarity nodded. "Yes, meeting Pinkie Pie for the first time tends to generate a...lively response from her. I take it she's currently gathering up every pony in Ponyville for a party tonight in his honour?"

Twilight giggled and nodded. "I'd be surprised if she hasn't already started," she said in amusement, before turning to Starfall. "I was going to take you to see Applejack next, but since Rarity's here, I guess we can change things up a bit."

Starfall nodded, before looking back to Rarity, who had suddenly gasped. "Oh, I must take you back to my store! It's more for mare's fashions, but I do have a line of stallion-geared suits, and I'm sure there's something there to suit your tastes. Besides, we simply must do something about that mane of yours, darling. I'm sure it would look simply stunning if I can get the tangles out of it!" she said, somehow maintain her sophisticated air despite her obvious, though paused and looked back at him as Starfall sighed, throwing the foil 'plate' that came with pie into the bin, now that he'd finished it. "How did it get into such a state, anyway? It looks more like a bird's nest than a mane."

Starfall shrugged. "I like to let it do what it wants," he replied simply. "And really, it's fine...I'll get the confetti out myself later," he said, though the fact that Rarity was shaking her head in dismay was not a good sign...clearly the unicorn had a thing for fashion, regarding both mares and stallions, and if Starfall's impression about them was correct, Rarity probably considered his tangled mess of a mane something akin to a crime.

"Oh, no, Starfall...I cannot allow that!" she replied, with a slightly dramatic edge to her tone. "Your mane and tail are simply a mess, and I can tell that with a bit of neatening up, you would look spectacular!" she trotted up to him, even seeming to put effort into making her gait as graceful as possible, almost seeming to glide across the ground as she gave Starfall and insistent nudge, getting him up out of his chair. "Come back to my Boutique with me, and I'll see what I can do," she added encouragingly, giving him what was clearly a practised pout when he still remained rooted to the spot.

Starfall, still grimacing, not wanting to go and let this unicorn do Celestia-knows-what to his mane, but at the same time not wanting to disappoint her. He looked to Twilight for help, but she just giggled and trotted past, clearly ready to follow Rarity. "Come on, Starfall. I was going to take you to Rarity's place anyway. Besides, your mane really is a mess, and Rarity does know how to bring out the best in a pony's looks."

"It's fine, really," Starfall protested, exasperation creeping into his voice at all the favours and gifts Twilight's friends were showering him with. While he did appreciate that they wanted to make him feel welcome, he really didn't want such a big deal made out of it. But when neither Twilight nor Rarity appeared to pay any attention to his protested, he followed behind them with an exasperated sigh.

"Oh, don't you worry, Starfall," Rarity said, in what Starfall assumed was meant to be a comforting, encouraging gesture. "I may be into fashion, but I can tell it's a passion you don't share, so I won't be playing dress-up with you...not much, anyway," she added, giving him a half-smirk over her shoulder, which made Starfall swallow nervously, not really able to tell whether she was joking or not.

Seeing both Rarity and Twilight giggle in amusement at his plight, Starfall resigned himself to a very trying and painful session in Rarity's Boutique, the rest of the walk back into town being conducted in silence for Starfall, while Twilight and Rarity chatted away about things the yellow pegasus really did not bother paying attention to, trying to focus on other things to ease the nervousness of the torture he was about to endure. He quickly quit that attempt at calming himself once his thoughts turned towards Princess Luna...he could not afford to tread back down that road again.

"Starfall, we're here!" Rarity suddenly called out in a sing-song voice, making Starfall look up, his eyes quickly spotting what could only be Carousel Boutique, Rarity's fashion store and home. The building lived up to it's name, shaped and designed like a giant, two-tiered merry-go-round, even having two pony-shaped sculptures fused into the supports for the ceiling overhang on the second floor. The circular building was predominantly coloured in various shades of pale purple, with yellows making up the detailing, such as the curtains in the windows, and any sharper edges the rather sleek building had. It was a highly unique structure amongst the plan white-walled, straw-thatched buildings of Ponyville, and judging by how eye-catching it was, Starfall doubted there was a pony in town who was not at least aware of this building's existence.

But as he reluctantly moved towards the building, Starfall paused, noticing somepony seemed to be waiting for Rarity. The unicorn mare looked completely out of place in the midst of the country setting of Ponyville, her tall, skinny physique giving Starfall the impression she was probably one of Canterlot's fashion supermodels. Adding to that suspicion was the fact that her gleaming white coat and immaculately styled pink mane, with just a hint of curl to it, seemed vaguely familiar to Starfall...likely from some random article in the newspaper he had skipped over, having no interest in the comings and goings of the fashion and modelling industries.

The way this pony carried herself was a dead give-away that she was a frequent player in Equestria's high society, constantly fluffing her mane to ensure it was perfect, and looking around rather impatiently, her turquoise eyes clearly searching for somepony, likely Rarity, considering she was standing just outside the young unicorn's Boutique.

Rarity soon noticed the well-groomed mare as well, gasping in recollecting as she dashed forward. "Oh my stars, Fleur! I'm so sorry!" she called, neither Starfall nor Twilight hurrying to catch up, merely observing as they casually made their way towards the building, Starfall unable to help but listen in curiously...the name Fleur had rung a bell, the cutie mark of three crown-like shapes on the super-model's flank finally cluing in the pegasus to her identity. Fleur de Lis, her name matching her cutie mark perfectly, was a fairly big-shot supermodel in Canterlot, from what little Starfall could recall...though she seemed to have gathered most of her fame by associating with Fancy Pants, a important figure within Canterlot's high society, though Starfall could not recall why.

Rarity did not notice that way Twilight and Starfall hung back, though, too focused on Fleur. "I didn't expect you to arrive until later this afternoon!" she cried, sounding slightly panicky. "If I knew you were coming sooner, I would have postponed my lunch break!"

"It is no matter, Rarity," the unicorn replied, her voice laced with a mild accent, though the way she once more flipped her mane did have an impatient air to it...clearly just trying to be polite. "Is my order finished?" she asked, looking down at Rarity.

Rarity nodded. "Oh yes! I finished it earlier this morning, and I think you'll be pleased with the results! And of course, if there is anything your unsatisfied with, just let me know and I'll see if I can make some adjustments!" she added, turning to Twilight and Starfall. "You two make yourself comfortable in the main room, I shouldn't be a minute."

Twilight nodded, before nudging Starfall. "Come on, let's go inside...I can at least show you around a little while Rarity handles her customer," she explained, before heading towards the store as Rarity and Fleur disappeared inside, Starfall following, once more reluctant, worried about what Rarity was going to do to him.

As he followed Twilight inside, he almost ran into her, only her surprised cry making him aware that she had stopped just beyond the threshold. "Fluttershy! What are you doing here?" Twilight asked, clearly surprised to see another face in Rarity's Boutique.

Starfall looked up, only to spot a pegasus mare that, when he did a double-take, could probably have almost passed for his sister. Her coat was a pale, creamy yellow, essentially a lighter version of his own coat, and even her eyes were a bright cyan, not that dissimilar to Starfall's own brilliant blue ones, even having the same shy look he had often been stuck with when he was younger. Her exceedingly long mane and tail were the features that dismissed the possibility of them being related, being a bright, slightly faded pink colour.

"Oh...hello Twilight," the mare, who was apparently Fluttershy, responded, in a delicate voice that was so soft Starfall had to focus to hear her properly. "Today's the day me and Rarity get together every week, remember?" she responded to Twilight's question, her voice never rising above a loud whisper.

"Oh, of course!" Twilight said, apparently having remembered the get-together Fluttershy was referring to, Starfall starting to feel a little out of the loop. "I guess I forgot what day it is...it's been rather exciting for me." She paused, before stepping aside so Fluttershy could see Starfall clearly, before gesturing between the two of them. "Fluttershy, I told you about Starfall, didn't I? Starfall, this is Fluttershy...I believe I told you about her in my letters?"

Starfall nodded, remembering Twilight's letters describing her friends, recalling that Fluttershy lived in a small cottage on the eastern outskirts of town, near the edge of the Everfree Forest, and that she cares for countless animals, having a special connection with them that no other pony seemed to match. He raised his hoof towards her, offering a small smile, glad that, unlike the others, Fluttershy was not excitedly showering him with attention and favours. "It's nice to meet you, Fluttershy," he greeted warmly, trying to be at least somewhat social.

Fluttershy, however, took a step back, away from Starfall's raised hoof, almost seeming to cower at the presence of an unfamiliar pony, making Starfall pause, unsure how to respond. "He...hello, Starfall," Fluttershy finally responded, her voice even quieter than it had been before, Starfall straining to hear her.

Twilight sighed, before coming up to Fluttershy, putting a hoof on the antisocial mare's shoulder. "Come on, Fluttershy, this is Starfall. Surely you know enough about him that he shouldn't feel like a complete stranger to you?" she encouraged, clearly trying to get Fluttershy to open up a little more. Starfall caught the tiniest, almost imperceptible hint of exasperation in the unicorn's tone, giving him the impression Fluttershy's social awkwardness, bordering on a fear of strangers, was a common occurrence.

Fluttershy seemed to try and respond, but her timid nature got the best of her, the only sound escaping her mouth resembling a quiet half squeak, half whine. She said something briefly to Twilight in a hushed whisper, so Starfall couldn't hear, before she made a slightly rushed exit from the room, clearly wanting to be away from Starfall's presence.

Starfall watched her go, a little perplexed as to what it was about him that had spooked Fluttershy. After heaving a small sigh, Twilight provided an explanation. "Sorry about that, Starfall. Fluttershy's not very good around ponies she's never met. Give her some time, and she'll open to you soon enough."

Starfall figured that made sense, and so nodded, knowing how he hated meeting new ponies most of the time. He understood Fluttershy's problem, even if he thought she was a little over-the-top about it, but decided it would be best to give her some time. Besides, if he looked on the bright side, it meant Fluttershy was one less pony lavishing him with unwanted attention and favours.

Suddenly remembering where they were, Starfall opened his mouth to suggest they move on with the tour, hoping to get out before Rarity could do whatever it was she wanted to do with his mane. He was a split-second too late, though, Rarity choosing that precise moment to appear from a back room, followed by Fleur de Lis.

"And of course, if you are in any way unhappy with it, please do not hesitate to let me know so I can make the necessary corrections!" Rarity said, obviously referring to a box Fleur had hovering in front of her, Starfall making a guess that it contained a dress of some kind for the model, likely a special order, considering the variously complex and eye-catchingly unique designs on display in the room around them.

Fleur gave Rarity a simple nod of simultaneous acknowledgement and thanks, before taking her leave, not sparing a single glance towards Twilight or Starfall, not that the stallion was at all surprised. Fleur, while she did not seem as bad as many of Canterlot upper-class, was clearly still one of those ponies with a tendency to believe themselves above common ponies.

Starfall's thoughts swung back to more pressing matters, however, as Rarity shut the door with a burst of magic, turning to him with an excited gleam in her eyes...one that made Starfall want to whimper in fear, even as he sighed, submitting to the inevitable. "Now then, my dear...let's see what we can do about that dreadful mane of yours, shall we?"