Author's Notes: And here we are again, yet another chapter! I will admit, I'm not sure how well I've done this time around, since I'm dealing with characters and situations I'm not very good at writing about. But hopefully it's still an enjoyable read for you all!

And since I really don't have much to say, I will leave it at that for now. Thanks again to all who've read, faved, reviewed, and so forth, and enjoy once more!

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Chapter 37

Foreboding

Canterlot. It had to be Canterlot...there was no doubt left in Starfall's mind as he wandered down Ponyville's streets, thought his mind was in another place entirely, trying to unravel a mystery that had been plaguing him for months now...his recurring nightmare.

In recent days, after Luna's invitation to the Coronation Ball, Starfall's nightmare had finally seen fit to start developing some kind of clarity...but oddly, some details had changed from what he remembered, leaving him slightly confused.

The distorted, swirling colours that had been all he could see had focused slightly...allowing him to see what could only be the immaculate streets of Canterlot, scattered ponies visible in the streets, though it was still too blurred and distorted to make out any details. He could clearly tell that they running every which way...and he could hear their screams and desperate cries. The ponies were obvious panicking in terror at something...but Starfall could not tell what.

Oddly, the flashes and noises suggesting explosions were no longer present, which baffled Starfall. The extra clarity was a nice change of pace...but why had the recurring dream changed the details slightly?

Starfall had started to get the feeling that his recurring nightmare was yet another premonition, like the one that had tried to warn him of the devastation at Stratos Crossing. But no matter how hard Starfall tried, he could not find any sort of evidence to back that idea up. The night sky was empty of any meteor clusters that could present a threat to Equestria...the only cosmic object that could be found was the comet that continued to soar through Equestria's night, but expert astronomers had already tracked the comet's path, and were certain that while it would drift very close to their world, it would pass by harmlessly, never presenting any viable threat to Equestria.

There was nothing in the heavens to suggest some great disaster was coming, and since he had never predicted any other kind of disaster before, Starfall could not make sense of why this nightmare kept coming back to him. Ever since Luna had revealed the Coronation Ball, he was starting to worry that something might happen on that night...and had even said as much to Luna. She had agreed to that the Ball would be a tempting target for anypony who did not like her or Celestia, and assured him that security was going to be extremely tight at the event.

But still the nightmare had not stopped, and there was still one nagging mystery about it...the manic cackle, always disembodied, and always occurring right at the nightmare's conclusion. The voice still sounded awfully familiar to him, though he could not put his hoof on it. As if to further confuse him, the new level of clarity to the nightmare allowed his ears to pick up a second voice, laughing with the first. It was hard to hear behind the first voice, but Starfall got the feeling this second manic laugh was also disturbingly familiar.

But he didn't know what they were laughing so horribly about, and since all the friends Starfall knew were kind and selfless ponies, he was at a loss to figure out how to identify these voices.

In the end, he reasoned, perhaps Derpy was wrong...perhaps, while there was something about this nightmare that caused it to haunt him over and over again, it was not of any true importance or foreboding, and just the twisted product of his over-imaginative subconscious. Either way, he was not going to be able to figure it out at this point in time, so tried to put it out of his mind, focusing on watching where he was going, realising that he had almost completely passed by his destination while in the midst of his concerns.

Sighing, a little nervous and worried about what he was about to do, he finally trotted up to the front door of Rarity's shop, Carousel Boutique, gently opening the door and making his way in, hearing the bell chime the door had triggered, letting her know somepony had arrived.

"I'll be with you in just a moment!" Rarity's voice called from somewhere in the back room, Starfall in no rush, simply letting his gaze wander around the various mannequins placed around the store's main room, and the various outfits each one was showing off. While Carousel Boutique was a store aimed specifically at fashion-conscious mares, a fact which left Starfall a little awkward standing there, he was relieved to see at least one mannequin showing off what was clearly a stallion suit...Rarity obviously tried to cater to stallions, even if it was only a minor section of her store, and by the looks of the suit she had displayed, knew what she was doing.

It was a simple, generic thing, a black jacket with a brilliant white button up shirt underneath, a simple dark blue tie completing it. It may be a simple affair, but it was clearly high quality...perfect for any kind of formal occasion, and for any kind of stallion, though Starfall doubted the higher classes would go for it. Those kind of stallions only ever attended functions like the Coronation Ball in the finest designer tuxedos...this was a bit more low-key, to suit the less class-obsessed stallions of Ponyville, most likely.

The dressed for the mares, however, were much more extravagant and varied, coming in all styles and colours...this was clearly Rarity's preferred work, and while Starfall had little in the way of fashion sense, he could see that Rarity put a lot of effort into her work...the results spoke for themselves.

Before Starfall could really see much more, however, Rarity finally appeared from around the back, blinking in surprise as she saw him...clearly he was the last pony she expected here. "Starfall? I certainly wasn't expecting you here. Is there something you need?" she asked, her voice as proper as always, despite her surprise.

Starfall looked over at her, giving her a slightly strained smile...asking for fashion advice, and for her to help make something for him, was leaving him feeling a little awkward. "Hey, Rarity," he replied, clearing his throat. "Yeah, I need a little help with something, and was told you might be able to help me out."

Rarity smiled, gesturing for him to sit down, magically levitating out a cushion for him. "Well, by all means, tell me what you need. As I've said before, any friend of Twilight's is a friend of mine," she said kindly, giving him an encouraging smile.

Starfall nodded, pressing on with his request. "Well, as you probably know, the Coronation Ball is coming up soon, and..." he was interrupted, however, by a gasp from Rarity, Starfall only just remembering how frantic and obsessed the fashionista could get regarding these events, a few seconds too late.

"Oh, my stars, the Ball! I completely forgot about it! Thank you, Starfall, so very much for reminding me! Oh, to think of the stress and drama if I had left everything until the last minute...gosh, I'd have turned up to the Ball a total mess!" she cried, clearly distraught over the very thought of such a thing.

Starfall, however, was still focused on the other point of what she was waiting. "Wait a minute...you will be at the Ball?" he asked. He knew Rarity was a high-society pony at heart, even if the fact that she resided in Ponyville tended to hold her back at times. It was this point that he was stuck on...how had she gotten an invitation?

Rarity looked over at him. "Why of course I will! Twilight's had the honour of being invited as Princess Celestia's personal guest...which I suppose is to be expected, since she is Celestia's student and all...anyway, Twilight was kind enough to talk the Princess into extending an invitations to the rest of our little group, as well!" she cried, practically bouncing on the spot with excitement.

It was very obvious that Rarity was ecstatic about attending the Ball, and Starfall, knowing the kind of pony she was, could understand her excitement. It was a chance for her to mingle with Canterlot's elite, to be a part of high society...even if it was just for one night.

In any case, Starfall felt a little sheepish, realising that Twilight was always going to get an invite, considering her close relationship with Princess Celestia, and that Twilight would naturally extend that invitation to her friends as well. "Well, Rarity...I've been invited to the Ball, and...well..." he stumbled over his words, admittedly a little self-conscious in admitting he did not have anything nice to wear.

"That's wonderful news, Starfall!" Rarity once more cut over him. "Did Twilight send you an invite, too?" she asked, clearly curious, her gossipy side coming out. It only served to increase Starfall's nervous, even as he shook his head, figuring she would find out soon enough. There was no point hiding anything from any of Twilight's friends...they had just too many connections in Ponyville for any secrets to be kept from them.

"No, no, Twilight hasn't said anything to me. Princess Luna...she invited me to the Ball...as her personal guest," he explained slowly, not entirely sure how Rarity would react, trying to brace himself for some kind of energetic reaction.

In the end, however, none seemed to come. Starfall's words seemed to have stunned Rarity, no visible reaction discernible for several moments, until she finally spoke...or tried to, at least. "Luna...invited you...personal guest?" she asked shakily.

Starfall simply nodded warily, not really sure what to make of Rarity's behaviour. "I know...I was shocked myself when she made the offer," he offered, hoping she snapped out of it soon. He was hoping to avoid causing a scene, as always, even if he knew that it would not be a matter of if word spread of his invitation to the Ball, but when.

It took Rarity several more moments, but she finally regained enough coherent to speak properly once more. "I...must apologise, Starfall. I'm just a little shocked, Princess Luna had never been the kind of pony to show such trust and kindness easily, especially with all the...difficulties, she had in fitting in. I must say, though, it is wonderful that she had invited you...you were the natural choice for her, after all, since you are her student and all that."

Starfall nodded, though avoiding looking directly at Rarity in his self-conscious moment. "I know...Luna's honoured me beyond anything I could imagine. But...I'm afraid I don't anything to wear to the Ball. I know I'll be expected to wear formal attire for the night, but I've never...had reason to buy anything like that."

Rarity paused at Starfall's admission, the pieces clearly falling into place for her as she worked out that this was why he had come to her asking for help. When she finally understood it completely, the gleaming smile she showed off was as dazzling as it was frightening for the young stallion. He suddenly felt very vulnerable, as if he had just gone and served himself up on a silver platter for her.

"Well, Starfall, this is a travesty that simply must be corrected! You must wear something dashing to the Ball, especially since you're attending as Princess Luna's special guest! Only the best will do!" she said, clearly getting into her stride. Starfall wanted to get her to slow down, at least a little, but did not know where to even begin.

But Rarity was already well into her stride, a measuring tape slithering out of a cabinet, surrounded by a pale blue magical aura as Rarity levitated it around Starfall, Starfall shying away from the tape as it starting wrapping around his torso.

"Just sit still for a moment, Starfall, so I can get your measurements," Rarity chided, Starfall forcing himself to stand as still as possible, though he could not tear his gaze away from the tape as it measured various aspects of his physique...it was uncomfortable, but Rarity provided a small distraction as she continued talking...though Starfall was far from comforted by it.

"Even my best suits will not work if they don't fit you, Starfall...besides, you don't want something plain and generic. Your a special guest of the Princess, you need something unique to reflect your special standing with Canterlot Royalty! I'll have to make it from scratch, obviously, but it'll be worth it, just to see the looks on all the ponies faces when they see you!" Rarity was clearly right into her designer mode, her distant look telling Starfall she was already imagining details of the suit she wanted to make.

Starfall made an attempt to protest. "Rarity, I...I didn't come here to ask you to make something. Really, I just wanted some advice picking out something nice to wear, I couldn't possibly..."

Rarity's hoof on his lower jaw snapped his mouth shut, ensuring his protest was stopped dead before it could really take form. "Absolutely not, Starfall! You are a guest of Princess Luna at one of the year's biggest functions! I can not advise you on a suitable suit to wear, because none of those generic old things will do! Whatever you wear to the Ball must be more than just classy; it must show the privileged place you hold in society now, it must be perfect, and not just in the tailoring. It must fit you, in both size and style...unique to you, complimenting your looks and ensuring ponies will see not just another pony, but the Princess of the Night's chosen pegasus! Absolutely nothing but a custom design will do, and I will not take no for an answer!"

Rarity's impromptu speech got the desired effect...Starfall stunned into silence. That Rarity would go to all this effort was touching, even if he really wished he could convince her otherwise. "I..." he started, pausing at a hard glare from the surprisingly stubborn unicorn. "...at least let me find some way to repay you..."

Rarity gave a very un-ladylike snort at this. "Repay me for what? Starfall, not only do I want to do this, but I had made find outfits for all my other friends, and you should be treated no different! This is not a favour to repaid, Starfall, but righting a tragic wrong in your life! Please, I beg you, no more protests, ifs or buts. Just let me give you this one thing."

"Besides, you would be repaying me by wearing one of my stallion designs to the Ball," she added, obviously noticing that Starfall was not comfortable with the idea of making a custom-design suit, that would likely be tiresome to make, and would have been expensive, for absolutely nothing in return. "I'm known almost exclusively for my dresses, and even they still aren't all that popular in the grand scheme of things. My stallion line could use some time in the spotlight, and the extra orders that brings, even if it's only one or two suits, would be the best way you could ever return the favour."

Starfall paused. He really wanted to protest further, but in the end, Rarity did have a point...the gossip chain would likely want every little juicy detail about his time at the Ball...including where he got his suit. Once it was discovered that Rarity of Carousel Boutique was the designer, there would likely be some extra business coming her way, which would make her much more money than he could afford to pay her right now.

Sighing, he finally relented, relaxing and letting the measuring tape continue it's work. "Alright, Rarity...you win," he said softly, Rarity giving a beaming smile in response, clearly happy he had come around to her way of thinking.

"Marvellous! Now, I was initially thinking of a tuxedo for you...you know, a high-class suit to go with such a high-class standing at a high-class event," Rarity chattered, once more back into her creative mode, the tape somehow continuing to take measurements...Rarity likely now controlling it by little more than instinct. "But I don't think that will do. Tuxedos ooze wealth and class, but have simply no sense of identity. We need something more unique...more you. Perhaps a night-time theme? You are a stargazer, and attending as Luna's guest..."

Suddenly, Rarity stopped, giving a small gasp. Starfall was sure he could almost see the light-bulb popping to life in her head, her eyes shone with such inspiration. "Oh, of course! How could I have overlooked that! Goodness, I feel like such a fool!" she cried.

Her sudden outburst just left Starfall confused, feeling out of the loop. "Uhh, Rarity, what are you talking about?" he asked hesitantly, part of him unsure if he even wanted to know what had spurred her sudden idea.

"Oh, don't you worry, Starfall," Rarity replied, waving his curiosity off. "I'll let it be a surprise for the Ball. Trust me, you'll like it!" she assured him, possibly catching his slightly wary look. He wasn't keen on a fashion-based surprise for the Ball. Considering what he had heard about Rarity, that could mean anything at all. "Just let Rarity work it all out for you...oh, the ponies are going to talk about this one!"

Starfall, seeing the measuring tape finally leaving him to return to Rarity, allowing himself to fidget nervously, the unicorn's gleeful mutterings only enhancing his sense of foreboding...he really hoped this would not be as bad as he currently feared.

Rarity briefly turned around, pausing as she spotted Starfall's discomfort once more. "Don't fret, Starfall...I may cater mostly to female fashion, but I would never make you wear anything humiliating or demeaning," she swore, the conviction in her voice helping ease the worst of Starfall's concerns, even if he was far from relieved at this point. "Anyway, I have all your measurements now, and I do my best work without distraction, so you're free to do your own thing. I doubt you want to linger in here any longer than necessary."

Starfall gave a small, grateful nod, glad he was able to get out of there...fashion really wasn't his thing, and if Rarity focused better when she was alone, then he was not going to be an unwanted distraction. "Okay...thanks, Rarity. You didn't have to do this," he added, managing to offer her a slightly strained, but genuine smile of gratitude.

Rarity smiled right back at him. "But I did, Starfall. As Pinkie Pie once said, fashion is my passion, and I would go against everything I hold dear to let you go to that Ball without making every effort to make, and all my friends, look their very best. "Now run along, so I can get this done...we wouldn't want you turning up in a half-finished suit, now would we?" he asked with an amused smile.

Starfall immediately caught that she was joking, adding a small chuckle of his own, before trotting off to leave. As he turned to close the Boutique's front door behind him, though, he saw Rarity, no longer in front of the bare stallion mannequin she was using to plan out his suit, but rather looking at another mannequin, one he couldn't see, eyes narrowed as she studied it, muttering to herself, seemingly drawing inspiration from another work she had done.

Shuddering as he hoped, rather irrationally, that she was not drawing inspiration from a dress, not wanting to think about the results of that, Starfall shut the door and wandering back down the street, heading straight for the Everfree Motel. After that, he wanted to do nothing except rest and relax for the rest of the day...he had already had enough excitement today to last him the week.